Common use of Visits and Inspections Clause in Contracts

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives or, after the occurrence and during the continuance of an Event of Default, any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s copies of its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding any such visits and inspections during the continuation continuance of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the Borrower’s expense; provided further provided, further, that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance noticeduring normal business hours. The Administrative Agent shall provide each Lender with prior notice of each visit and inspection, and representatives of any Lender may accompany the Administrative Agent in connection with such visit and inspection at such participating Lender’s expense. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or by conference call or at such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit EnergySolutions and Parent each will, and will cause each of their respective Subsidiaries to, permit representatives of the Administrative Agent (who may be accompanied by representatives and any of any Lender)the Lenders, from time to time upon prior reasonable notice to EnergySolutions, Parent or the relevant Subsidiary and at such times during normal business hours, all at the expense of the Borrower, to (a) visit and inspect any Credit Party’s properties; inspectthe properties of EnergySolutions or such Subsidiary, audit (b) inspect and make extracts from any Credit Party’s booksand copies of their respective books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s their respective principal officers, and its independent accountants, its businessofficers their respective businesses, assets, liabilities, financial conditionpositions, results of operations and business prospects so long as EnergySolutions is given reasonable opportunity to be present at such discussions, all at EnergySolutions’ expense in the case of actions described in the foregoing clauses (a) through (c) by the Administrative Agent’s representatives; provided, however, that unless an Event of Default shall have occurred and be continuing, EnergySolutions shall not be obligated to reimburse the Administrative Agent for more than one such visit or inspection per year. EnergySolutions, Parent and each of their respective Subsidiaries will also permit representatives of the Administrative Agent and any of the Lenders to discuss with their respective auditors their respective businesses, assets, liabilities, financial positions, results of operations and business prospects; provided that, excluding at (y) EnergySolutions’ expense, in the case of discussions between the Administrative Agent’s representatives and such respective auditors and (z) the Lender’s expense, in the case of discussions between any Lender’s representatives (other than those of the Administrative Agent, in its capacity as a Lender) and such visits and inspections during the continuation of respective auditors absent an Event of Default, the Administrative Agent Default (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent or any Lender may do any of the foregoing same shall be at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent orEnergySolutions’ expense), upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will case so long as EnergySolutions is given reasonable opportunity to be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) present at such time as may be agreed by the Borrower and the Administrative Agentdiscussions.

Visits and Inspections. Permit Duratek, EnergySolutions and Parent each will, and will cause each of their respective Subsidiaries to, permit representatives of the Administrative Agent (who may be accompanied by representatives and any of any Lender)the Lenders, from time to time upon prior reasonable notice to EnergySolutions, Parent or the relevant Subsidiary and at such times during normal business hours, all at the expense of the Borrower, to (a) visit and inspect any Credit Party’s properties; inspectthe properties of EnergySolutions or such Subsidiary, audit (b) inspect and make extracts from any Credit Party’s booksand copies of their respective books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s their respective principal officers, and its independent accountants, its businessofficers their respective businesses, assets, liabilities, financial conditionpositions, results of operations and business prospects so long as EnergySolutions is given reasonable opportunity to be present at such discussions, all at EnergySolutions’ expense in the case of actions described in the foregoing clauses (a) through (c) by the Administrative Agent’s representatives; provided, however, that unless an Event of Default shall have occurred and be continuing, EnergySolutions shall not be obligated to reimburse the Administrative Agent for more than one such visit or inspection per year. Duratek, EnergySolutions, Parent and each of their respective Subsidiaries will also permit representatives of the Administrative Agent and any of the Lenders to discuss with their respective auditors their respective businesses, assets, liabilities, financial positions, results of operations and business prospects; provided that, excluding at (y) EnergySolutions’ expense, in the case of discussions between the Administrative Agent’s representatives and such respective auditors and (z) the Lender’s expense, in the case of discussions between any Lender’s representatives (other than those of the Administrative Agent, in its capacity as a Lender) and such visits and inspections during the continuation of respective auditors absent an Event of Default, the Administrative Agent Default (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent or any Lender may do any of the foregoing same shall be at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent orEnergySolutions’ expense), upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will case so long as EnergySolutions is given reasonable opportunity to be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) present at such time as may be agreed by the Borrower and the Administrative Agentdiscussions.

Visits and Inspections. Permit EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries to, permit representatives of the Administrative Agent (who may be accompanied by representatives and any of any Lender)the Lenders, from time to time upon prior reasonable notice to EnergySolutions, Parent, Holdco or the relevant Subsidiary and at such times during normal business hours, all at the expense of the Borrower, to (a) visit and inspect any Credit Party’s properties; inspectthe properties of EnergySolutions or such Subsidiary, audit (b) inspect and make extracts from any Credit Party’s booksand copies of their respective books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s their respective principal officers, and its independent accountants, its businessofficers their respective businesses, assets, liabilities, financial conditionpositions, results of operations and business prospects so long as EnergySolutions is given reasonable opportunity to be present at such discussions, all at EnergySolutions’ expense in the case of actions described in the foregoing clauses (a) through (c) by the Administrative Agent’s representatives; provided, however, that unless an Event of Default shall have occurred and be continuing, EnergySolutions shall not be obligated to reimburse the Administrative Agent for more than one such visit or inspection per year. EnergySolutions, Parent, Holdco and each of their respective Subsidiaries will also permit representatives of the Administrative Agent and any of the Lenders to discuss with their respective auditors their respective businesses, assets, liabilities, financial positions, results of operations and business prospects; provided that, excluding at (y) EnergySolutions’ expense, in the case of discussions between the Administrative Agent’s representatives and such respective auditors and (z) the Lender’s expense, in the case of discussions between any Lender’s representatives (other than those of the Administrative Agent, in its capacity as a Lender) and such visits and inspections during the continuation of respective auditors absent an Event of Default, the Administrative Agent Default (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent or any Lender may do any of the foregoing same shall be at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent orEnergySolutions’ expense), upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will case so long as EnergySolutions is given reasonable opportunity to be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) present at such time as may be agreed by the Borrower and the Administrative Agentdiscussions.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives or, after the occurrence and during the continuance of an Event of Default, any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the BorrowerBorrowers, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s copies of its books, records and files, including, but not limited to, including management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding any such visits and inspections during the continuation continuance of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the BorrowerBorrowers’ expense; provided further provided, further, that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower Borrowers at any time without advance noticeduring normal business hours. The Administrative Agent shall provide each Lender with prior notice of each visit and inspection, and representatives of any Lender may accompany the Administrative Agent in connection with such visit and inspection at such participating Lender’s expense. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Turning Point’s corporate offices of the Borrower (or by conference call or at such other location as may be agreed to by the Borrower Borrowers and the Administrative Agent) at such time as may be agreed by the Borrower Borrowers and the Administrative Agent.

Visits and Inspections. Permit The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative Agent (who may be accompanied by representatives or agents of any Lender)Lender or the Agent, from time to time upon after reasonable prior reasonable notice if no Event of Default shall be in existence, and at such times as often as may be reasonably requested, but only during normal business hours, to: (a) visit and inspect all at the expense properties of the Borrower, the other Loan Parties and the other Subsidiaries to the extent any such right to visit and or inspect any Credit Party’s propertiesis within the control of such Person; inspect, audit (b) inspect and make extracts from any Credit Party’s bookstheir respective books and records, records and files, including, including but not limited to, to management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s principal officersits officers and employees, and its independent accountants, its business, assetsproperties, liabilities, condition (financial conditionor otherwise), results of operations and business prospectsperformance; provided provided, that, excluding any such visits and inspections during in the continuation case of an this clause (c), if no Event of DefaultDefault exists, the Administrative Borrower is given an opportunity to have an officer of the Borrower present for such discussions. If requested by the Agent, the Borrower shall execute an authorization letter addressed to its accountants authorizing the Agent (and or any accompanying Lenders) Lender to discuss the financial affairs of the Borrower, any other Loan Party or any other Subsidiary with its accountants; provided, that, if no Event of Default exists, the Borrower is given an opportunity to have an officer of the Borrower present for such discussions. The exercise by the Agent or a Lender of its rights under this Section shall not exercise such rights more often than once during any calendar year be at the expense of the Borrower; provided further that upon Agent or such Lender, as the occurrence and during the continuance of case may be, unless an Event of Default, the Administrative Agent or any Lender may do any of the foregoing Default shall exist in which case it shall be at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative AgentBorrowers.

Visits and Inspections. Permit The Borrower shall, and shall cause each other Subsidiary and other Loan Party to, permit representatives or agents of any Lender or the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon after reasonable prior reasonable notice and at such times if no Event of Default shall be in existence, as often as may be reasonably requested, but only during normal business hourshours and at the expense of such Lender or the Administrative Agent (unless a Default or Event of Default shall exist, all in which case the exercise by the Administrative Agent or such Lender of its rights under this Section shall be at the expense of the Borrower), to as the case may be, to: (a) visit and inspect all properties of PPI, the Borrower, such other Subsidiary or other Loan Party to the extent any Credit Party’s propertiessuch right to visit or inspect is within the control of such Person; inspect, audit (b) inspect and make extracts from any Credit Party’s bookstheir respective books and records, records and files, including, including but not limited to, to management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s principal officers, its officers and employees and its independent accountantsaccountants (provided any discussions with such accountants shall be only after prior written notice to the Borrower and, at the Borrower’s election, with the Borrower’s participation in such discussions) its business, assetsproperties, liabilities, condition (financial conditionor otherwise), results of operations and business prospects; provided that, excluding any such visits and inspections during performance. If requested by the continuation of an Event of DefaultAdministrative Agent, the Administrative Agent (Borrower shall, and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of cause PPI to, as applicable, execute an Event of Default, authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender may do to discuss the financial affairs of PPI, the Borrower, any of other Subsidiary or any other Loan Party with its accountants, in each case after prior written notice thereof to the foregoing Borrower and, at the expense of Borrower’s election, with the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate Borrower’s participation in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentdiscussions.

Visits and Inspections. Permit Duratek, EnergySolutions, Parent and Holdco each will, and will cause each of their respective Subsidiaries to, permit representatives of the Administrative Agent (who may be accompanied by representatives and any of any Lender)the Lenders, from time to time upon prior reasonable notice to EnergySolutions, Parent, Holdco or the relevant Subsidiary and at such times during normal business hours, all at the expense of the Borrower, to (a) visit and inspect any Credit Party’s properties; inspectthe properties of EnergySolutions or such Subsidiary, audit (b) inspect and make extracts from any Credit Party’s booksand copies of their respective books and records, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and (c) discuss with any Credit Party’s their respective principal officers, and its independent accountants, its businessofficers their respective businesses, assets, liabilities, financial conditionpositions, results of operations and business prospects so long as EnergySolutions is given reasonable opportunity to be present at such discussions, all at EnergySolutions’ expense in the case of actions described in the foregoing clauses (a) through (c) by the Administrative Agent’s representatives; provided, however, that unless an Event of Default shall have occurred and be continuing, EnergySolutions shall not be obligated to reimburse the Administrative Agent for more than one such visit or inspection per year. Duratek, EnergySolutions, Parent, Holdco and each of their respective Subsidiaries will also permit representatives of the Administrative Agent and any of the Lenders to discuss with their respective auditors their respective businesses, assets, liabilities, financial positions, results of operations and business prospects; provided that, excluding at (y) EnergySolutions’ expense, in the case of discussions between the Administrative Agent’s representatives and such respective auditors and (z) the Lender’s expense, in the case of discussions between any Lender’s representatives (other than those of the Administrative Agent, in its capacity as a Lender) and such visits and inspections during the continuation of respective auditors absent an Event of Default, the Administrative Agent Default (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent or any Lender may do any of the foregoing same shall be at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent orEnergySolutions’ expense), upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will case so long as EnergySolutions is given reasonable opportunity to be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) present at such time as may be agreed by the Borrower and the Administrative Agentdiscussions.

Visits and Inspections. (a) Permit representatives of the Administrative Agent (who may be accompanied by representatives of or any Lender), from time to time time, upon reasonable prior reasonable notice and at such times during normal business hoursnotice, all at the expense of the Borrower, (i) to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects and (ii) to meet with SBA representatives once each calendar quarter (and at any time a Default or Event of Default has occurred and is continuing) to discuss the Borrower's standing with the SBA and the SBA's view of the Borrower's operations and prospects; provided that. The Credit Parties shall use their best efforts to arrange any meetings between the Agent or any Lender and the SBA permitted hereunder. (b) Permit representatives of the Agent (and any Lender at the same time and in coordination with the Agent), excluding from time to time (but in any event no less than annually), upon reasonable prior notice, (i) to review the Borrower's collection and administration of its loans and investments in order to assess compliance by the Borrower with the written policies and procedures (including, without limitation, the Borrower's Rating System and the Borrower's Valuation Method) of the Borrower and with this Agreement and the other Loan Documents and (ii) to conduct an audit of the loans and investments of the Borrower, and all documents executed in connection therewith, in conjunction with any review under clause (i) above. The Agent shall use reasonable efforts to complete any such visits review or audit within a reasonable period of time and inspections during the continuation results of an any such review shall be communicated to the Lenders in a reasonable summary format and in reasonable time after such review. Absent a Default or Event of Default, the Administrative Agent (and any accompanying Lenders) Borrower shall not exercise be obligated to bear the costs of any such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent review or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentaudit.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once during any calendar year at the expense of the Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, or upon the occurrence and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of or any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit review and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospectsprospects (in each case, other than (i) material and affairs protected by the attorney-client privilege or (ii) material which the Borrower or the applicable Subsidiary may not disclose without violating confidentiality restricting binding on it, in each case, other than to the extent such attorney-client privilege or confidentiality restrictions have been waived or consent to the release of the materials or affairs subject thereto has been obtained); provided thatprovided, excluding any such visits and inspections during the continuation of however, that unless an Event of DefaultDefault has occurred and is continuing, (a) only the Administrative Agent, on behalf of the Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 9.10, (and any accompanying Lendersb) the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year year, at the expense of the Borrower; provided further that , and then only during normal business hours and upon reasonable prior notice to the Borrower and (c) with respect to environmental matters, the Administrative Agent shall be limited to conduct Phase I Environmental Site Assessments of any properties owned by the Borrower or its Subsidiaries, at the expense of the Borrower, no more than once every twelve (12) months and then only during normal business hours and upon reasonable prior notice to the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time time, without advance notice. Upon the request of the Administrative Agent or, upon the occurrence notice and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative AgentBorrower’s expense.

Visits and Inspections. Permit representatives of the Administrative Agent (Agent, who may be accompanied by representatives of any a Lender), from time to time upon no less than five (5) Business Days’ prior reasonable written notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the Borrower’s expense; provided further provided, further, that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours at the expense of the Borrower. The Borrower at any time without advance notice. Upon the request of acknowledges that the Administrative Agent orAgent, upon after exercising its rights of inspection, may prepare and distribute to the occurrence Lenders certain reports pertaining to the Borrower and during the continuance of an Event of Default, upon the request of the Required Lenders, participate in a meeting of its Subsidiaries’ assets for internal use by the Administrative Agent and Lenders once during each Fiscal Yearthe Lenders; provided that if any such report contains MNPI, which meeting will it shall not be held at the corporate offices distributed to a Public Lender. The Borrower and its Subsidiaries shall have no obligation to discuss or disclose to Administrative Agent, any Lender, or any of their officers, directors, employees or agents, materials protected by attorney-client privilege (including any attorney work product) and materials that the Borrower (or such other location as any of its Subsidiaries may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agentnot disclose without violation of a confidentiality obligation binding upon it.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon not less than five (5) Business Days’ prior reasonable written notice and at such times during normal business hourshours and subject to any applicable public health orders then in effect, all which, subject to proviso below, shall be at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an a Default or Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender)Agent, from time to time upon not less than five (5) Business Days’ prior reasonable written notice and at such times during normal business hours, all which, subject to proviso below, shall be at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, that excluding any such visits and inspections during the continuation of an a Default or Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once one (1) time during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent or any Lender may do any of the foregoing during normal business hours at the expense of the Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any LenderLenders that so request), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect any Credit Party’s its properties; inspectINSPECT, audit and make extracts from any Credit Party’s booksAUDIT AND MAKE EXTRACTS FROM ITS BOOKS, records and filesRECORDS AND FILES, includingINCLUDING, but not limited toBUT NOT LIMITED TO, management letters prepared by independent accountantsMANAGEMENT LETTERS PREPARED BY INDEPENDENT ACCOUNTANTS; AND DISCUSS WITH ITS PRINCIPAL OFFICERS, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal officersAND ITS INDEPENDENT ACCOUNTANTS, and its independent accountantsITS BUSINESS, its businessASSETS, assetsLIABILITIES, liabilitiesFINANCIAL CONDITION, financial condition, results of operations and business prospectsRESULTS OF OPERATIONS AND BUSINESS PROSPECTS; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once two (2) times during any calendar year at the expense of the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without advance noticetime. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Yearfiscal year, which meeting will be held at the Borrower’s corporate offices of the Borrower (or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent.

Visits and Inspections. Permit representatives of the Administrative Agent (who may be accompanied by representatives of any Lender), from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of Holdings and the US Borrower, to visit and inspect any Credit Party’s its properties; inspect, audit and make extracts from any Credit Party’s its books, records and files, including, but not limited to, management letters prepared by independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent (and any accompanying Lenders) shall not exercise such rights more often than once two (2) times during any calendar year at the expense of Holdings and the US Borrower; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of Holdings and the US Borrower at any time without advance notice. Upon the request of the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, upon the request of or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of Holdings and the US Borrower (or such other location as may be agreed to by Holdings, the US Borrower and the Administrative Agent) at such time as may be agreed by Holdings, the US Borrower and the Administrative Agent.