Common use of Books and Records; Access Clause in Contracts

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, permit the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In addition to other information that might be reasonably requested by the Principal Stockholder Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officers upon request, (ii) copies of all materials provided to the board of directors (or committee of the board of directors) at the same time as provided to the directors (or members of a committee of the board of directors) of the Company, (iii) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities for consultation with the Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (iv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions and (v) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its reasonable best efforts to provide such information to the Principal Stockholder Entities without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been provided.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles, subject to Section 6.3 hereof. The For each of the Sponsor Fund and the ABRY Investors, for so long as they beneficially owns 3% or more of the outstanding shares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity Sponsor Fund or the ABRY Investors, as applicable, and, in each case, its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In For each of the Sponsor Fund and the ABRY Investors, for so long as it beneficially owns 3% or more of the outstanding shares of Common Stock, the Company, upon the written request of the Sponsor Fund or the ABRY Investors, shall, and shall cause its Subsidiaries to, provide the Sponsor Fund or the ABRY Investors, as applicable, in addition to other information that might be reasonably requested by the Principal Stockholder Entities Sponsor Fund or the ABRY Investors, as applicable, from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates)time, the Company shall also provide (i) direct access to the Company’s auditors and officers upon requestofficers, (ii) quarter-end reports to be provided within 45 days after the end of each quarter, (iii) copies of all materials provided to the board of directors Board (or committee of the board of directorsBoard) at the same time as provided to the directors Directors (or members of a committee of the board of directors) of the CompanyBoard), (iiiiv) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities Sponsor Fund or the ABRY Investors, as applicable, as the case may be, for consultation with the Principal Stockholder Entities Sponsor Fund or the ABRY Investors, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (ivv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities Sponsor Fund or the ABRY Investors, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions actions, (vi) flash data to be provided within ten days after the end of each quarter and (vvii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its SubsidiariesSubsidiaries (all such information so furnished pursuant to this Section 6.1, the “Information”); provided, that each of the Sponsor Fund and the ABRY Investors may waive, in their sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 6.1 at any time. Notwithstanding The Company agrees to consider, in good faith, the foregoingrecommendations of the Sponsor Fund or the ABRY Investors in connection with the matters on which the Company is consulted as described above. Subject to Section 6.2, any Affiliate of the Sponsor Fund or the ABRY Investors (and any party receiving Information from the Sponsor Fund or the ABRY Investor) who shall receive Information shall maintain the confidentiality of such Information in accordance with Section 6.3, and the Company shall not be required to disclose any privileged information Information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Principal Stockholder Entities Sponsor Fund and the ABRY Investors without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been providedprivilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles, subject to Section 5.3 hereof. The For each of the Apollo Investor and the Vistria Investor, for so long as it beneficially owns 3% or more of the outstanding shares of Common Stock, the Company shall, and shall cause its Subsidiaries to, (A) permit the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity Apollo Investor or the Vistria Investor, as applicable, and, in each case, its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In Subsidiary and (B) upon the written request of the Apollo Investor or the Vistria Investor, provide the Apollo Investor or the Vistria Investor, as applicable, in addition to other information that might be reasonably requested by the Principal Stockholder Entities Apollo Investor or the Vistria Investor, as applicable, from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates)time, the Company shall also provide (i) direct access to the Company’s auditors and officers upon requestofficers, (ii) quarter-end reports to be provided within 45 days after the end of each quarter, (iii) copies of all materials provided to the board of directors Board (or committee of the board of directorsBoard) at the same time as provided to the directors Directors (or members of a committee of the board of directors) of the CompanyBoard), (iiiiv) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities Apollo Investor or the Vistria Investor, as applicable, as the case may be, for consultation with the Principal Stockholder Entities Apollo Investor or the Vistria Investor, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (ivv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities Apollo Investor or the Vistria Investor, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions actions, (vi) flash data to be provided within ten days after the end of each quarter and (vvii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its SubsidiariesSubsidiaries (all such information so furnished pursuant to this Section 5.1, the “Information”); provided, that each of the Apollo Investor and the Vistria Investor may waive, in its sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 5.1 at any time. Notwithstanding The Company agrees to consider, in good faith, the foregoingrecommendations of the Apollo Investor or the Vistria Investor in connection with the matters on which the Company is consulted as described above. Subject to Section 5.2, any Affiliate of the Apollo Investor or the Vistria Investor (and any party receiving Information from the Apollo Investor or the Vistria Investor) who shall receive Information shall maintain the confidentiality of such Information in accordance with Section 5.3, and the Company shall not be required to disclose any privileged information Information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Principal Stockholder Entities Apollo Investor and the Vistria Investor without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been providedprivilege.

Books and Records; Access. The Company shallBorrower will, and shall will cause each Significant Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities as required by GAAP. The Borrower will, and will cause each of its Subsidiaries to, keep proper booksat any reasonable time and from time to time, permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five (5) Business Days' notice, to examine and make copies of and abstracts from the records and accountsbooks of account of, in which full and correct entries shall be made of all financial transactions visit the properties of, the Borrower and each Significant Subsidiary and to discuss the assets and general business affairs of the Company Borrower and each of its Subsidiaries with their respective officers and independent certified public accountants; subject, however, in accordance with generally accepted accounting principles. The Company shall, all cases to the imposition of such conditions as the Borrower and shall cause each of its Subsidiaries toshall deem necessary based on reasonable considerations of safety and security; provided, permit however, that neither the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In addition to other information that might be reasonably requested by the Principal Stockholder Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officers upon request, (ii) copies of all materials provided to the board of directors (or committee of the board of directors) at the same time as provided to the directors (or members of a committee of the board of directors) of the Company, (iii) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities for consultation with the Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (iv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company or Borrower nor any of its Subsidiaries, and Subsidiaries shall be required to provide the Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions and (v) disclose to the extent otherwise prepared Administrative Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the Company, operating and capital expenditure budgets and periodic applicable Person to prevent the loss of such privilege in connection with such information packages relating or which is prevented from disclosure pursuant to the operations and cash flows of Company and its Subsidiariesa confidentiality agreement with third parties. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged information none of the Company so long as the Company has used its reasonable best efforts to provide such information conditions precedent to the Principal Stockholder Entities without exercise of the loss right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any such privilege time when a Default or an Event of Default shall have occurred and notified the Principal Stockholder Entities that such information has not been providedbe continuing.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles, subject to Section 6.3 hereof. The For each of the Sponsor Fund and the SCP Investor, (a) in the case of the Sponsor Fund, for so long as it beneficially owns 3% or more of the outstanding shares of Common Stock, and (b) in the case of the SCP Investor, until the later of (i) it no longer beneficially owns 3% or more of the outstanding shares of Common Stock and (ii) the SCP Nomination Condition is no longer satisfied, the Company shall, and shall cause its Subsidiaries to, (A) permit the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity Sponsor Fund or the SCP Investor, as applicable, and, in each case, its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In Subsidiary and (B) upon the written request of the Sponsor Fund or the SCP Investor, provide the Sponsor Fund or the SCP Investor, as applicable, in addition to other information that might be reasonably requested by the Principal Stockholder Entities Sponsor Fund or the SCP Investor, as applicable, from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates)time, the Company shall also provide (i) direct access to the Company’s auditors and officers upon requestofficers, (ii) quarter-end reports to be provided within 45 days after the end of each quarter, (iii) copies of all materials provided to the board of directors Board (or committee of the board of directorsBoard) at the same time as provided to the directors Directors (or members of a committee of the board of directors) of the CompanyBoard), (iiiiv) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities Sponsor Fund or the SCP Investor, as applicable, as the case may be, for consultation with the Principal Stockholder Entities Sponsor Fund or the SCP Investor, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (ivv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities Sponsor Fund or the SCP Investor, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions actions, (vi) flash data to be provided within ten days after the end of each quarter and (vvii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its SubsidiariesSubsidiaries (all such information so furnished pursuant to this Section 6.1, the “Information”); provided, that each of the Sponsor Fund and the SCP Investor may waive, in their sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 6.1 at any time. Notwithstanding The Company agrees to consider, in good faith, the foregoingrecommendations of the Sponsor Fund or the SCP Investor in connection with the matters on which the Company is consulted as described above. Subject to Section 6.2, any Affiliate of the Sponsor Fund or the SCP Investor (and any party receiving Information from the Sponsor Fund or the SCP Investor) who shall receive Information shall maintain the confidentiality of such Information in accordance with Section 6.3, and the Company shall not be required to disclose any privileged information Information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Principal Stockholder Entities Sponsor Fund and the SCP Investor without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been providedprivilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, permit the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In addition to other information that might be reasonably requested by the Principal Stockholder Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officers upon request, (ii) copies of all materials provided to the board of directors (or committee of the board of directors) at the same time as provided to the directors (or members of a committee of the board of directors) of the Company, (iii) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities for consultation with the Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (iv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions and (v) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of Company and its Subsidiaries. Notwithstanding the foregoing, or anything else to the contrary contained herein, (x) the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its reasonable best efforts to provide such information to the Principal Stockholder Entities without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been providedprovided and (y) all of the rights of the Pamplona Investor Entities and the Wynnchurch Investor Entities, as applicable, under this Section 3.1 shall terminate when the Pamplona Investor Entities or the Wynnchurch Investor Entities, as applicable, no longer collectively beneficially own at least five percent (5)% of the outstanding shares of Common Stock.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Principal Stockholder Shareholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representativesrepresentatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In Subsidiary and (b) provide the Shareholder Entities, in addition to other information that might be reasonably requested by the Principal Stockholder such Shareholder Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliatesincluding, without limitation, information provided to the Shareholder Entities in a manner consistent with past practice), the Company shall also provide (i) direct access to the Company’s auditors and officers upon requestofficers, (ii) month-end reports, in a format to be prescribed by the Shareholder Entities, to be provided within 10 days after the end of each month or as soon thereafter as practicable, (iii) quarter-end reports, in a format to be prescribed by the Shareholder Entities, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the Company and its subsidiaries, (v) copies of all materials provided to the board Company’s Board of directors Directors (or committee of the board of directorsequivalent governing body) at the same time as provided to the directors Directors (or members of a committee of the board of directorstheir equivalent) of the Company, (iiivi) access to appropriate officers and directors Directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Shareholder Entities for consultation with the Principal Stockholder Shareholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (iv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions and (v) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its reasonable best efforts to provide such information to the Principal Stockholder Entities without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been provided.,

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The For so long as (x) no A-A OP Designee is then serving as a Director, and (y) the Holder beneficially owns 3% or more of the outstanding shares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Principal Stockholder Sponsor Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In For so long as (x) no A-A OP Designee is then serving as a Director, and (y) the Holder beneficially owns 3% or more of the outstanding shares of Common Stock, the Company, upon the written request of any Sponsor Entity, shall, and shall cause its Subsidiaries to, provide the Sponsor Entities, in addition to other information that might be reasonably requested by the Principal Stockholder Sponsor Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates)time, the Company shall also provide (i) direct access to the Company’s auditors and officers upon requestofficers, (ii) the ability to link the Holder’s systems into the Company’s general ledger and other systems in order to enable the Sponsor Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sponsor Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the board of directors Board (or committee of the board of directorsBoard) at the same time as provided to the directors Directors (or members of a committee of the board of directors) of the CompanyBoard), (iiiv) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities Sponsor Entities, as the case may be, for consultation with each of the Principal Stockholder Sponsor Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (ivvi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Sponsor Entities with the right to consult with the Company and its Subsidiaries with respect to such actions actions, (vii) flash data, in a format to be prescribed by the Sponsor Entities, to be provided within ten days after the end of each quarter and (vviii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its SubsidiariesSubsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). Notwithstanding The Company agrees to consider, in good faith, the foregoingrecommendations of the Sponsor Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sponsor Entity (and any party receiving Information from an Sponsor Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged information Information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Principal Stockholder Sponsor Entities without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been providedprivilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Principal Stockholder Shareholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representativesrepresentatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In Subsidiary and (b) provide the Shareholder Entities, in addition to other information that might be reasonably requested by the Principal Stockholder such Shareholder Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliatesincluding, without limitation, information provided to the Shareholder Entities in a manner consistent with past practice), the Company shall also provide (i) direct access to the Company’s auditors and officers upon requestofficers, (ii) month-end reports, in a format to be prescribed by the Shareholder Entities, to be provided within 10 days after the end of each month or as soon thereafter as practicable, (iii) quarter-end reports, in a format to be prescribed by the Shareholder Entities, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the Company and its subsidiaries, (v) copies of all materials provided to the board Company’s Board of directors Directors (or committee of the board of directorsequivalent governing body) at the same time as provided to the directors Directors (or members of a committee of the board of directorstheir equivalent) of the Company, (iiivi) access to appropriate officers and directors Directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Shareholder Entities for consultation with the Principal Stockholder Shareholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (ivvii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the articles of association, certificate of incorporation, bylaws or other organizational documents document of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Shareholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions actions, (viii) flash data, in a format to be prescribed by the Shareholder Entities, to be provided within 15 days after the end of each quarter or as soon thereafter as practicable and (vix) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its SubsidiariesSubsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Shareholder Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.5, any Shareholder Entity (and any party receiving Information from a Shareholder Entity) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged information Information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Principal Stockholder Shareholder Entities without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been providedprivilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, permit the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In addition to other information that might be reasonably requested by the Principal Stockholder Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officers upon request, (ii) copies of all materials provided to the board of directors (or committee of the board of directors) at the same time as provided to the directors (or members of a committee of the board of directors) of the Company, (iii) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities for consultation with the Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (iv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions and (v) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its reasonable best efforts to provide such information to the Principal Stockholder Entities without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been provided.such

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles, subject to Section 4.3 hereof. The For each of the Seller Stockholder and the Sponsor Stockholder, (a) in the case of the Seller Stockholder, for so long as the Seller Stockholder has the right to nominate a Seller Nominee, and (b) in the case of the Sponsor Stockholder, for so long as the Sponsor Stockholder has the right to nominate a Sponsor Nominee, the Company shall, and shall cause its Subsidiaries to, (A) permit the Principal Seller Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or the Sponsor Stockholder, as applicable, and, in each case, its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In Subsidiary and (B) upon the written request of the Seller Stockholder or the Sponsor Stockholder, provide the Seller Stockholder or the Sponsor Stockholder, as applicable, in addition to other information that might be reasonably requested by the Principal Seller Stockholder Entities or the Sponsor Stockholder, as applicable, from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates)time, the Company shall also provide (i) direct access to the Company’s auditors and officers upon requestofficers, (ii) quarter-end reports to be provided within 45 days after the end of each quarter, (iii) copies of all materials provided to the board of directors Company Board (or committee of the board of directorsCompany Board) at the same time as provided to the directors Directors (or members of a committee of the board of directors) of the CompanyCompany Board), (iiiiv) access to appropriate officers and directors Directors of the Company and its Subsidiaries at such times as may be requested by the Principal Seller Stockholder Entities or the Sponsor Stockholder, as applicable, as the case may be, for consultation with the Principal Seller Stockholder Entities or the Sponsor Stockholder, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (ivv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Certificate of Incorporation or Bylaws or the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Seller Stockholder Entities or the Sponsor Stockholder, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions actions, (vi) flash data to be provided within ten days after the end of each quarter and (vvii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its SubsidiariesSubsidiaries (all such information so furnished pursuant to this Section 4.1, the “Information”); provided, that each of the Seller Stockholder and the Sponsor Stockholder may waive, in their sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 4.1 at any time. Notwithstanding The Company agrees to consider, in good faith, the foregoingrecommendations of the Seller Stockholder or the Sponsor Stockholder in connection with the matters on which the Company is consulted as described above. Subject to Section 4.2, any Affiliate of the Seller Stockholder or the Sponsor Stockholder (and any party receiving Information from the Seller Stockholder or the Sponsor Stockholder) who shall receive Information shall maintain the confidentiality of such Information in accordance with Section 4.3, and the Company shall not be required to disclose any privileged information Information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Principal Seller Stockholder Entities and the Sponsor Stockholder without the loss of any such privilege and notified the Principal Stockholder Entities that such information has not been providedprivilege.