Common use of Books and Records; Inspection and Audit Rights Clause in Contracts

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Parent Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Parent Borrower will, and will cause each its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Parent Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Parent Borrower the opportunity to participate in any discussions with Holdings’ or the Parent Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true a manner to allow financial statements of the Borrower and correct its Restricted Subsidiaries to be prepared in all material respects and are in conformity with GAAP consistently applied shall be made in respect of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent (acting on its own behalf or any Lenderon behalf of the Lenders), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not the Borrower or any of the Restricted Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain keep proper books of record and account sufficient to permit the preparation of financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.06 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be at for the Borrower’s expenseBorrowers’ account; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the each Borrower the opportunity to participate in any discussions with Holdings’ or the such Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Borrowers or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the each Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower Borrowers the opportunity to participate in any discussions with Holdings’ or the Borrower’s Borrowers’ independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Term Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Term Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Term Administrative Agent and the Lenders under this Section 5.08 and the Term Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Term Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Term Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower Bidco will, and will cause any Intermediate Parent and each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP IFRS (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, any Intermediate Parent, Bidco or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower Bidco will, and will cause any Intermediate Parent and each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of Bidco and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s Borrowers’ expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower Bidco the opportunity to participate in any discussions with Holdings’ or the BorrowerBidco’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the an Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent Agents on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent Agents and the Lenders under this Section 5.08 5.10 and the Administrative Agent Agents shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of Holdings; provided further provided, further, that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender Agents (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders Agents shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.10, none of Holdings, the Borrower or any other Subsidiary will be required to disclose or permit the inspection, examination, copying or discussion of any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to the Applicable Administrative Agent or any Lender (or their respective designees) (A) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any other Subsidiary or (B) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to Holdings, the Borrower or another Subsidiary, provided that the Borrower shall notify the Applicable Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (ii)(A) above, Holdings, the Borrower and the other Restricted Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, of the applicable document, information or other matter in a way that would not violate the applicable law or any such obligation of confidentiality.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time visitation and inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct a manner sufficient to (a) permit the preparation of financial statements in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving (b) calculate the assets and business of HoldingsFinancial Covenants. Subject to Section 9.13, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (or, during an Event of Default, any LenderLender (which shall be coordinated through the Administrative Agent)), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (and the Borrower shall be afforded the opportunity to participate in any discussions with such officers and independent accountants), all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that . Notwithstanding anything to the contrary in this Section 5.07, none of the Borrower or its Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter (ai) when an Event in respect of Default exists, which disclosure to the Administrative Agent or (or, as applicable, any Lender (or any of their respective representatives designated representatives) is then prohibited by law, rule or independent contractors) may do regulation or any agreement binding on the Borrower or any of the foregoing at the expense its Restricted Subsidiaries, (ii) that consists of the Borrower at any time during normal business hours non-financial trade secrets or proprietary computer programs, client and upon reasonable advance notice vendor proprietary information, source code, proprietary technology and similar proprietary information or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work-product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper adequate records and books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may betransactions. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during regular business hours and as often as reasonably requested; provided that, that (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. The Administrative Agent or any Lender, or any authorized employee, agent or representative shall (i) comply with all sign-in procedures for visitors, (ii) observe all general and safety, security, and governmental regulations in effect at the site, and (iii) observe all rules regarding restricted areas and restricted information as required by the United States Department of Defense.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain Keep proper books of record and account in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and in material conformity with all applicable Laws are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities and business permit representatives and independent contractors of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make extracts from its books and recordscopies thereof or abstracts therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and condition accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours, as agreed between the Borrower and as often as reasonably requestedthe Administrative Agent; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 6.11 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only such one such (1) time shall be at the Borrower’s expenseexpense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.11, none of the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement with any third party or (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.11 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and it will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits designated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.08, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (provided that a representative of the Lenders may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its any Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower The Parent will, and the Parent will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower The Parent will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits designated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.08, neither the Parent nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Intermediate Holdings, the Borrower Borrowers or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of the Borrowers; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings, Intermediate Holdings and the Borrower Borrowers the opportunity to participate in any discussions with Holdings’, Intermediate Holdings’ or the Borrower’s Borrowers’ independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation continuance of an Event of Default, only the Administrative Agent on behalf Required Lenders (or any larger group of the Lenders Lenders) acting jointly may exercise the visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.08; provided, further, that the Administrative Agent Lenders shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and Prior to the Acquisition Closing Date, the Borrower will, and will cause each Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving activities. On and following the assets and business of HoldingsAcquisition Closing Date, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower Parent will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits designated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.08, neither the Parent, the Borrower nor any of their respective Restricted Subsidiaries, as applicable, will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Parent Borrower will, and will cause each of its respective Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each fiscal year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.07. Notwithstanding anything to the Administrative Agent shall not exercise such rights more often than two times during contrary in this Section 5.07, none of the Parent Borrower or any calendar year absent of its Restricted Subsidiaries will be required to disclose, permit the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) when an Event constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement or (bc) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The U.S. Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The U.S. Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the U.S. Borrower’s or such Restricted Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the U.S. Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the U.S. Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(j), none of the U.S. Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, any Intermediate Parent, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, permit any representatives designated by the First Lien Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representative shall us commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the First Lien Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the First Lien Administrative Agent and the Lenders under this Section 5.08 and the First Lien Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the First Lien Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the First Lien Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time visitation and inspection shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, shall maintain proper books of record and account financial records in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied generally accepted practices. Lender shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, have (a) a right to visit and inspect any of the properties of Borrower and its propertiesSubsidiaries, including a right to examine and make extracts from copy Borrower’s and its Subsidiaries’ books and records, records from time to time upon reasonable notice to Borrower and during normal business hours and (b) to discuss its affairs, finances and condition accounts with its Borrower’s officers and its independent public accountants, all at such reasonable times and as often as Lender may reasonably requestedrequest at meetings coordinated by Borrower; provided that, excluding any such visits and inspections during absent the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent (i) Lender shall not exercise such rights conduct more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at visit, inspection or examination, in any Fiscal Year of Borrower, and (ii) the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (Borrower or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time shall be permitted to be present during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Lender may audit Borrower’s Collateral at Borrower’s expense, it being understood that there shall be not more than one such audit performed in any Fiscal Year of Borrower; provided that, absent the continuation of an Event of Default (i) Lender shall not conduct more than one such visit, inspection or examination in any Fiscal Year of Borrower, and (ii) the Borrower or any of its representatives shall be permitted to be present during any discussions with the Borrower’s independent public accountants. Lender will give Borrower fifteen (15) days advance notice of such an audit, unless an Event of Default has occurred and is continuing.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Intermediate Parents, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided further further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted other Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Holdings or its Restricted such Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted other Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; , provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its their Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Revolving Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requestedrequested (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Revolving Lenders may exercise visitation and inspection rights of the Administrative Agent and the Revolving Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or (together with any Lender Revolving Lender) (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice notice; provided, further, that any Term Lender (or representative designated by a Term Lender) may, at the sole cost and (b) expense of such Term Lender, accompany the Administrative Agent and on any such inspection. Notwithstanding anything to the Lenders shall give Holdings and contrary in this Section 5.08, none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose, permit the opportunity inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to participate in the Administrative Agent or any discussions with Holdings’ Revolving Lender (or the Borrower’s independent public accountantstheir respective representatives or contractors) is prohibited by applicable law or any binding agreement.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct a manner to allow financial statements to be prepared in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made in respect of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (subject to the rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which Borrower or such Restricted Subsidiary is a party (provided that each of Holdings and the Borrower will use commercially reasonable efforts to cause such visit and inspection to be permitted)), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsaccountants and (c) none of Holdings or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding third-party agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account sufficient to permit the preparation of financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be at for the Borrower’s expenseBorrowers’ account; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the each Borrower the opportunity to participate in any discussions with Holdings’ or the such Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Term Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Term Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Term Administrative Agent and the Lenders under this Section 5.08 and the Term Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Term Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Term Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the BorrowerXxxxxxxx’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Parent Borrower will, and will cause each of their respective Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each Fiscal Year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.07. Notwithstanding anything to the Administrative Agent shall not exercise such rights more often than two times during contrary in this Section 5.07, none of the Parent Borrower or any calendar year absent of its Restricted Subsidiaries will be required to disclose, permit the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) when an Event constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement or (bc) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower Parent will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Parent or its any Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower Parent will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, (x) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.08, (y) absent the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseexpense and (z) unless a Default or an Event of Default is continuing, neither the Administrative Agent nor any Lender shall seek to inspect financial and accounting records of any Loan Party during the period beginning on the 21st calendar day after each fiscal quarter end through the 42nd calendar day after such fiscal quarter end; provided further provided, further, that (a) when an Event of Default existsis continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsaccountants of the Borrower (or its parent company whose financial statements are delivered under Sections 5.01(a) and (b)).

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(i), none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries in conformity in all material respects and are in conformity with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior notice, notice and (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants (subject to such accountants’ customary policies), all at such reasonable times and during reasonable business hours as often as may be reasonably requested; requested provided that, excluding any such visits and inspections during the continuation of an Event of Default, that (a) only the Administrative Agent Agent, acting individually or on behalf of the Lenders Lenders, may exercise visitation and inspection assert rights of the Administrative Agent and the Lenders to access under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, for the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent unless an Event of Default shall have occurred and the Lenders be continuing, (i) no such discussion with any such independent accountants shall give Holdings and be permitted unless the Borrower the shall have received reasonable notice thereof and a reasonable opportunity to participate therein and (ii) such rights shall not be exercised more often than once during any period of 12 consecutive months. Notwithstanding anything else set forth herein to the contrary, in no event shall the Borrower or any discussions of the Subsidiaries be required to allow any such Person to inspect or examine, or be required to discuss, any records, documents or other information (x) with Holdings’ respect to which the Borrower or any of the Borrower’s independent public accountantsSubsidiaries has obligations of confidentiality (whether pursuant to law, contract or otherwise) (it being understood that the Borrower or any of the Subsidiaries shall, following a reasonable request from the Administrative Agent, use commercially reasonable efforts to request consent from an applicable contractual counterparty to disclose such information (but shall not be required to incur any cost or expense or pay any consideration of any type to such party in order to obtain such consent)) or (y) that is subject to attorney-client privilege).

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity in all material respects with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (provided that an agent or representative of the Borrower shall have the right to accompany the representative designated by the Administrative Agent or Lender at all times during such visits or inspections), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and and, absent the existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be year, at the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the independent public accountants of the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower or any of its Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or contract.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Restricted Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(j), none of the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true a manner to allow financial statements of the Borrower and correct its Restricted Subsidiaries to be prepared in all material respects and are in conformity with GAAP consistently applied shall be made in respect of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent (acting on its own behalf or any Lenderon behalf of the Lenders), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Agreement, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not the Borrower or any of the Restricted Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account accounts in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as during regular office hours but no more often as reasonably requestedthan one (1) time during any calendar year absent the existence of an Event of Default; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense5.09; provided provided, further that none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ai) when an Event that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by Requirement of Law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement (bnot created in contemplation thereof) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity or (iii) that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the First Lien Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representative shall us commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the First Lien Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the First Lien Administrative Agent and the Lenders under this Section 5.08 and the First Lien Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the First Lien Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the First Lien Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.. SECTION 5.09

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderLender or Issuing Bank, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders and the Issuing Banks may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender or Issuing Bank (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders and Issuing Banks shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Intermediate Holdings, the Borrower Borrowers or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings, Intermediate Holdings and the Borrower Borrowers the opportunity to participate in any discussions with Holdings’, Intermediate Holdings’ or the Borrower’s Borrowers’ independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of Holdings and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the each Co-Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender and the Lenders (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the each 156 Co-Borrower the opportunity to participate in any discussions with Holdings’ or the each Co-Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower Borrowers will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account accounts in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower Borrowers will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as during regular office hours but no more often as reasonably requestedthan one (1) time during any calendar year absent the existence of an Event of Default; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense5.09; provided provided, further that none of Holdings, any Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ai) when an Event that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by Requirement of Law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement (bnot created in contemplation thereof) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity or (iii) that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings The Company and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity accordance with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Company and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior noticenotice and, subject to applicable legal privileges, (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding any such visits and inspections during the continuation of that (i) unless an Event of DefaultDefault shall have occurred and be continuing, only no such discussion with any such independent accountants shall be permitted unless the Administrative Agent on behalf of the Lenders may exercise visitation Company shall have received reasonable notice thereof and inspection rights of the Administrative Agent a reasonable opportunity to participate therein and the Lenders under this Section 5.08 and the Administrative Agent no Lender shall not exercise such rights more often than two times one time during any calendar year absent and (ii) the existence reasonable costs and expenses of Lenders in connection with such visits and examinations shall be borne by the Company only after the occurrence and during the continuance of an Event of Default and only one such time shall Default. Notwithstanding the foregoing, neither the Company nor its Subsidiaries will be at required to reveal to the Borrower’s expense; provided further that Administrative Agent or any Lender any information (a) when an Event that constitutes non-financial trade secrets or non-financial proprietary information of Default existsthe Company or any of its Subsidiaries or any of their respective customers or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives representatives) is prohibited by applicable Requirements of Law or independent contractors(c) may do the revelation of which would violate any of confidentiality obligations owed to any third party by the foregoing at Company or any Subsidiary; provided that if any information is withheld pursuant to this sentence, the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) Company shall promptly notify the Administrative Agent of such withholding of information and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsbasis therefor.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, and the Blocked Borrower will, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, and the Blocked Borrower will, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.10 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of Holdings; provided provided, further that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true a manner to allow financial statements of the Borrower and correct its Restricted Subsidiaries to be prepared in all material respects and are in conformity with GAAP consistently applied shall be made in respect of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent (acting on its own behalf or any Lenderon behalf of the Lenders or the Issuing Banks), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders and the Issuing Banks may exercise visitation and inspection rights of the Administrative Agent and the Lenders and the Issuing Banks under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) notice. The Administrative Agent, the Administrative Agent Issuing Banks and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent, any Issuing Bank or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not the Borrower or any of the Restricted Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account sufficient to permit the preparation of financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and during normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be at for the Borrower’s expenseaccount; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings Parent and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of HoldingsParent, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings Parent and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent (acting jointly) on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of the Administrative Agent; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings Parent and the Borrower the opportunity to participate in any discussions with Holdings’ or the BorrowerParent’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during regular business hours and as often as reasonably requested; provided provided, that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent Agent, acting individually or on behalf of the Lenders Lenders, at its own expense, may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 paragraph and (y) the Administrative Agent shall not exercise such the rights under this paragraph more often than two times during any calendar year absent year. Notwithstanding anything to the existence of an Event of Default and only one such time shall contrary in this Section 5.09, no Loan Party will be at required to disclose, permit the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ai) when an Event constitutes trade secrets or proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirements of Law or any third-party binding agreement applicable to such Loan Party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) extent permitted by law, such Loan Party shall notify the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity if information is being withheld pursuant to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsthis sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings and The Parent, the Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall (or from which consolidated financial statements for the Parent can be prepared in accordance with GAAP) and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdingsactivities. The Parent, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent), and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Parent's, the Borrower's or such Subsidiary's, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine examine, copy and make take extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding that (i) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of a reasonable opportunity to participate therein, (ii) unless an Event of DefaultDefault shall have occurred and be continuing, only the Administrative Agent on behalf of the Lenders may exercise visitation such visits, inspections and inspection rights of discussions shall occur not more than once in any fiscal year for the Administrative Agent and all of the Lenders under this Section 5.08 taken together and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and (iii) only one such time per calendar year shall be at the expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsnotice.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of Holdings, the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) unless an Event of Default has occurred and is continuing, that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which access or inspection by, or disclosure to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement with a non-affiliated third party or (c) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving activities to the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beextent required by GAAP. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any representatives of the Lenders), and any agent designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only that the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent (it being understood that any expenses incurred by the existence of an Event of Default and only one such time Administrative Agent in connection therewith shall be at subject to reimbursement by the Borrower’s expenseCompany in accordance with Section 9.03); provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits agents) may do any of the foregoing (at the expense of the Borrower Company) at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower Company the opportunity to participate in any discussions with Holdings’ the Company’s independent accountants. Notwithstanding anything to the contrary in this Section, neither the Company nor any Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter to the extent that such disclosure, inspection, examination or discussion would violate any attorney-client privilege, law, rule or regulation or any confidentiality obligation binding on the Company or any Subsidiary (so long as such confidentiality obligation was not entered into in contemplation of preventing such disclosure, inspection, examination or discussion and the Company or the Borrower’s independent public accountantsapplicable Subsidiary uses commercially reasonable efforts to obtain a waiver of any such confidentiality obligation); provided further that the Company shall provide the Administrative Agent with notice of the existence of any such information that is being withheld.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and and, absent the existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsaccountants of the Borrower (or its parent company whose financial statements are delivered under Section 5.01(a) and (b)).

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper keep books of record and account in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary other Obligor to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties during business hours, to examine and make extracts from its books and recordsrecords (including books and records maintained by it in its capacity as a “servicer” in respect of any Financing Subsidiary, or in a similar capacity with respect to any other Financing Subsidiary, but only to the extent the Borrower is not prohibited from disclosing such information or providing access to such information pursuant to applicable law or an agreement any Obligor entered into with a third party in the ordinary course of its business, and any books, records and documents held by the State Street Bank and Trust Company), and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without (x) violation of law, rule, regulation or contract (it being understood that the Obligors will use their commercially reasonable efforts to be able to provide such information not in violation of law, rule or regulation) or (y) waiver by any Obligor of attorney-client privilege with respect to information prepared by Xxxxxxxx’s counsel; provided that, excluding that (i) the Borrower or such other Obligor shall be entitled to have its representatives and advisers present during any such visits inspection of its books and inspections during the continuation of records and (ii) unless an Event of DefaultDefault shall have occurred and be continuing, only the Administrative Agent on behalf of the Lenders may exercise visitation Borrower’s obligation to reimburse any costs and inspection rights of expenses incurred by the Administrative Agent and the Lenders in connection with any such inspections shall be limited to one inspection per calendar year under this Section 5.08 5.06 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (aSection 7.01(a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours Guarantee and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsSecurity Agreement.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Revolving Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requestedrequested (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Revolving Lenders may exercise visitation and inspection rights of the Administrative Agent and the Revolving Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or (together with any Lender Revolving Lender) (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice notice; provided, further, that any Term Lender (or representative designated by a Term Lender) may, at the sole cost and (b) expense of such Term Lender, accompany the Administrative Agent and on any such inspection. Notwithstanding anything to the Lenders shall give Holdings and contrary in this Section 5.08, none of the Borrower or any Restricted Subsidiary shall be required to disclose, permit the opportunity inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to participate in the Administrative Agent or any discussions with Holdings’ Revolving Lender (or the Borrower’s independent public accountantstheir respective representatives or contractors) is prohibited by applicable law or any binding agreement.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the First Lien Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representative shall us commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the First Lien Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the First Lien Administrative Agent and the Lenders under this Section 5.08 and the First Lien Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the First Lien Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the First Lien Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain Keep proper books of record and account in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and in material conformity with all applicable Laws are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities and business permit representatives and independent contractors of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make extracts from its books and recordscopies thereof or abstracts therefrom (other than the records of the Board of Directors of such Loan Party 133 or such Restricted Subsidiary), and to discuss its affairs, finances and condition accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours, as agreed between the Borrower and as often as reasonably requestedthe Administrative Agent; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 6.11 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only such one such (1) time shall be at the Borrower’s expenseexpense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.11, none of the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement with any third party or (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.11 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of AMERICAS 123601947 150 Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary Loan Party to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiaryand each Loan Party, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower or any Loan Party shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or contract.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgents, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent Agents on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 ‎Section 5.07 and the Administrative Agent Agents shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender Agents (or any of their respective representatives or independent contractorsdesignated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders Agents shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this ‎Section 5.07, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agents or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.untants. SECTION 5.09

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgents, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent Agents on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.07 and the Administrative Agent Agents shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender Agents (or any of their respective representatives or independent contractorsdesignated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders Agents shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.07, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agents or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account accounts in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as during regular office hours but no more often as reasonably requestedthan one (1) time during any calendar year absent the existence of an Event of Default; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense5.09; provided provided, further that none of HoldiDistributionngs, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ai) when an Event that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by Requirement of Law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement (bnot created in contemplation thereof) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity or (iii) that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower eachSubsidiary Guarantor will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are inwhich full, true and correct entries in accordance, in all material respects and are in conformity respects, with GAAP consistently applied shall be and applicable xxxxxx made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower The Borrowerand each Subsidiary Guarantor will, and will cause each Restricted Subsidiary to, permit the Administrative Agent(acting on its own behalf or on behalf of any representatives of the Lenders), and any agent designated by the Administrative Agent or any LendertheAdministrative Agent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, to (b)to examine and make extracts from its books and records, records and (c) to discuss its affairsoperations, finances businessaffairs, assets, liabilities and financial condition with its officers and independent accountants, all at such reasonable suchreasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative theAdministrative Agent on behalf of the Lenders collectively may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent the existence of an Event of Default calendaryear and only one such time shall be at the Borrower’s expense; provided further that (a) when unless an Event of Default exists, the costs and expenses of such a visitation or inspection shallbe the responsibility of the inspecting party or parties; provided, further, that when an Event of Defaultexists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsagents) may do any of the foregoing (at the expense reasonableexpense of the Borrower Borrower) at any time during normal business hours and upon reasonable advance notice and (b) the notice.The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or withthe Xxxxxxxx’s independent accountants. Notwithstanding anything to the contrary in this Section,neither the Borrower’s independent public accountants, Holdings nor any Subsidiary shall be required to disclose, permit the inspection,examination or making copies or abstracts of, or discussion of, any document, information or other matterthat (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect ofwhich disclosure to the Administrative Agent (or its agents) is prohibited by applicable law or anybinding confidentiality agreement between the Borrower or any Subsidiary and a Person that is not theBorrower or any Subsidiary not entered into in contemplation of preventing such disclosure, inspection,examination or discussion or (iii) is subject to attorney-client or similar privilege or constitutes attorneywork-product.SECTION 5.08.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its their Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior written notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law, subject to attorney-client privilege or subject to contractual confidentiality requirements or which otherwise constitutes a trade secret the disclosure of which to the Administrative Agent or any Lender (or their respective representatives or contractors) would materially adversely affect the right of intellectual property ownership with respect thereto by Holdings, the Borrower or such Restricted Subsidiary.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time visitation and inspection shall be at the Borrower’s reasonable expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Parent Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Parent Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.and

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its any Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary toto permit, permit at the Borrower’s expense, any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseDefault; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants, 127 and (c) any Lender (and its representatives and independent contractors) may accompany the Administrative Agent on any such visits and inspections.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder)) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, any Intermediate Parent, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requestedrequested (subject to the limitations set forth in the penultimate paragraph of Section 5.01); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Parent Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Parent Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Parent Borrower the opportunity to participate in any discussions with Holdings’ or the Parent Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence and continuation of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Parent Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Parent Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Parent Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time visitation and inspection shall be at the reasonable expense of the Parent Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Parent Borrower the opportunity to participate in any discussions with Holdings’ or the Parent Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Borrower, or its any Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary toto permit, permit at the Borrower’s expense, any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances finances, and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseDefault; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants, and (c) any Lender (and its representatives and independent contractors) may accompany the Administrative Agent on any such visits and inspections.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (provided that a representative of the Lenders may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours CREDIT AGREEMENT, Page 114 and as often as reasonably requested; provided that, excluding any such visits and inspections during that (a) the continuation of an Event of Default, only Parent Borrower shall reimburse the Administrative Agent on behalf of the Lenders may exercise visitation not more than once each fiscal year for visits, inspections, examinations and inspection rights of the Administrative Agent and the Lenders discussions conducted under this Section 5.08 and the Administrative Agent shall not exercise 5.07 if nonot be required to reimburse such rights more often than two times during any calendar year absent the existence of expenses unless an Event of Default and only one such time shall be exists at the Borrower’s expense; provided further that time thereof (a) and the Parent Borrower shall reimburse the Administrative Agent for all such visits, inspections, examinations and discussions conducted when an Event of Default exists) and (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants. Notwithstanding anything to the contrary in this Section 5.07, the Parent Borrower and any Restricted Subsidiary will not be required to disclose or permit the inspection or discussion of, any document, information or other matter (1) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any binding agreement not entered into in contemplation of avoiding such inspection and disclosure rights, (2) that is subject to attorney client or similar privilege or constitutes attorney work product, (3) in respect of which the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party not entered into in contemplation of avoiding such inspection and disclosure or (4) that constitutes non-financial trade secrets or non-financial proprietary information of the foregoing at the expense Parent Borrower or any Subsidiary thereof and/or any customers and/or suppliers of the foregoing; provided that in the event that any the Parent Borrower at or any time during normal business hours and upon reasonable advance Restricted Subsidiary does not provide any information requested in connection with an examination or a discussion permitted under this Section 5.07 in reliance on the preceding clause (2) or (3) due to confidentiality or waiver concerns, such Person shall provide notice and (b) to the Administrative Agent and that such information is being withheld and, in the Lenders case of clause (3), shall give Holdings and use its commercially reasonable efforts to communicate the Borrower applicable information in a way that would not violate the opportunity to participate in any discussions with Holdings’ applicable obligation or the Borrower’s independent public accountantsrisk waiver of such privilege.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent (or its designee) on behalf of the Lenders may exercise visitation visitation, inspection and inspection discussion rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time annual visit shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender Lender, in each case acting at the direction of the Required Lenders (or any of their respective representatives or independent contractors) may do any of the foregoing as may be reasonably desired at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants, and (c) the Administrative Agent, Lenders, and their representatives shall comply at all times with all reasonable health and safety policies and protocols of Holdings, Borrower, or the Restricted Subsidiary, as applicable, during any such visits or inspections. Notwithstanding anything to the contrary herein, the Borrower and Holdings shall not, and no Restricted Subsidiary shall, be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by Requirements of Law or any binding confidentiality obligation to a third party (to the extent not created in agreement contemplation of Holdings’, the Borrower’s or such Restricted Subsidiary’s obligations under this Section 5.08) or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each Subject to applicable Law each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and (with the opportunity for a representative of the Borrower or Holdings to be present) independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.08, and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default (and only one such time shall be once at the expense of the Borrower’s expense); provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsnotice.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Restricted Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(j), none of the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of PubCo, Holdings and the Parent Borrower will, and Parent Borrower will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each Fiscal Year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.Agent

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower Credit Party will, and will cause permit each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by and agents of the Administrative Agent to (a) visit and inspect the properties at the time of any Field Exam or appraisal permitted hereunder or, if an Event of Default has occurred and is continuing, at any Lendertime, upon in each case during normal business hours and, if no Event of Default has occurred and is continuing, with reasonable prior notice, to visit and (b) inspect its properties, to examine and make extracts from its and copies of the Credit Parties’ and their Restricted Subsidiaries’ books and recordsrecords during the course of such inspections, (c) conduct Field Exams and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requestedappraisals; provided thatthat no more than one (1) one Field Exam and one (1) appraisal may be conducted per fiscal year unless (i) Excess Availability is less than the greater of (x) $12,500,000 and (y) fifteen percent (15%) of Availability at any time during such fiscal year, excluding any in which case up to two (2) Field Exams and two (2) appraisals may be conducted during such visits and inspections during the continuation of fiscal year, or (ii) an Event of DefaultDefault has occurred and is continuing, only in which case there shall be no limit on the number and frequency of Field Exams and appraisals that may be conducted; provided further that, with respect to any assets, liabilities, books and records that have been the subject of a Field Exam and an appraisal, so long as no Event of Default has occurred and is continuing, no subsequent Field Exams or appraisals shall be required to be conducted with respect to such assets, liabilities, books and records so long as both (i) no Revolving Loans, Swing Loans, or Agents Advances are outstanding and (ii) Excess Availability shall not have been less than 66.67% of Availability for a period of five (5) consecutive Business Days, and (d) discuss with the Credit Parties’ and their Restricted Subsidiaries’ respective principal officers the Credit Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Credit Parties or such Restricted Subsidiaries, and the Credit Parties shall cooperate with the Administrative Agent and its representatives and agents in connection with all such inspections, appraisals and discussions. Any other member of the Lender Group may, at its expense, accompany the Administrative Agent on behalf of any regularly scheduled visit to the Lenders may exercise visitation Credit Parties and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with HoldingsRestricted Subsidiaries’ or the Borrower’s independent public accountantsproperties.

Books and Records; Inspection and Audit Rights. Each of Parent, Intermediate Holdings, Holdings and the Borrower will, and Parent will cause each Restricted Subsidiary of the other Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct (in all material respects and respects) entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Parent, Intermediate Holdings, Holdings and the Borrower will, and Parent will cause each Restricted Subsidiary of the other Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; , provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any such Lender (or any of their respective representatives or independent contractorsdesignated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s any such independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings The Company and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity accordance with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Company and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior noticenotice and, subject to applicable legal privileges, (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding any such visits and inspections during the continuation of that (i) unless an Event of DefaultDefault shall have occurred and be continuing, only no such discussion with any such independent accountants shall be permitted unless the Administrative Agent on behalf of the Lenders may exercise visitation Company shall have received reasonable notice thereof and inspection rights of the Administrative Agent a reasonable opportunity to participate therein and the Lenders under this Section 5.08 and the Administrative Agent no Lender shall not exercise such rights more often than two times during any calendar year absent and (ii) the existence reasonable costs and expenses of Lenders in connection with such visits and examinations shall be borne by the Company only after the occurrence and during the continuance of an Event of Default and only one such time shall Default. Notwithstanding the foregoing, neither the Company nor its Subsidiaries will be at required to reveal to the Borrower’s expense; provided further that Administrative Agent or any Lender any information (a) when an Event that constitutes non-financial trade secrets or non-financial proprietary information of Default existsthe Company or any of its Subsidiaries or any of their respective customers or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives representatives) is prohibited by applicable Requirements of Law or independent contractors(c) may do the revelation of which would violate any of confidentiality obligations owed to any third party by the foregoing at Company or any Subsidiary; provided that if any information is withheld pursuant to this sentence, the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) Company shall promptly notify the Administrative Agent of such withholding of information and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsbasis therefor.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Parent Borrower will, and will cause each of its respective Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each fiscal year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.07. Notwithstanding anything to the Administrative Agent shall not exercise such rights more often than two times during contrary in this Section 5.07, none of the Parent Borrower or any calendar year absent of its Restricted 123 Subsidiaries will be required to disclose, permit the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) when an Event constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement or (bc) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true a manner to allow financial statements of the Borrower and correct its Restricted Subsidiaries to be prepared in all material respects and are in conformity with GAAP consistently applied shall be made in respect of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent (acting on its own behalf or any Lenderon behalf of the Lenders or the Issuing Banks), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders and the Issuing Banks may exercise visitation and inspection rights of the Administrative Agent and the Lenders and the Issuing Banks under this Section ‎Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further reasonable expense of the Borrower; provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) notice. The Administrative Agent, the Administrative Agent Issuing Banks and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this ‎Section 5.08, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent, any Issuing Bank or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not the Borrower or any of the Restricted Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper books of record and account account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of respects, include all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be, and are in all material respects in conformity with GAAP. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time (each of which shall be at the Borrower’s expense); provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower or any of its Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or contract or that would reasonably be expected to result in the waiver of attorney-client or similar privilege.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 8.5(i), none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its any Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requestedduring normal business hours; provided that, excluding any such visits and inspections during the continuation of an if no Event of DefaultDefault exists, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing exercise such visitation and inspection rights at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice prior notice, and any Lender may accompany the Administrative Agent at its own expense, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants, (c) so long as no Event of Default has occurred and is continuing, the Loan Parties shall not be required to reimburse the Administrative Agent for the cost of any environmental inspection, except for one Phase I Environmental Site Assessment and, if necessary, one Phase II Environmental Site Assessment for any Mortgaged Property in any 24-month period, and (d) prior to any visit or inspection by the Administrative Agent, any representative thereof shall have agreed in writing to comply with confidentiality provisions substantially similar to those set forth in this Agreement or shall otherwise be bound by professional ethics rules or regulations or agreements that require such representative to maintain confidentiality generally.

Books and Records; Inspection and Audit Rights. Each of Holdings and the AMERICAS 107903477 The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of PubCo, Holdings and the Parent Borrower will, and Parent Borrower will cause each of their respectiveits Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each Fiscal Year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.07. Notwithstanding anything to the Administrative Agent shall not exercise such rights more often than two times during contrary in this Section 5.07, none of the Parent Borrower or any calendar year absent of its Restricted Subsidiaries will be required to disclose, permit the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) when an Event constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement or (bc) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the First Lien Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the First Lien Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the First Lien Administrative Agent and the Lenders under this Section 5.08 and the First Lien Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the First Lien Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the First Lien Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower The Parent will, and will cause each of its respective Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the Borrower The Parent will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Initial Borrower shall reimburse the Administrative Agent not more than once each fiscal year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Initial Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Initial Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.07. Notwithstanding anything to the Administrative Agent shall not exercise such rights more often than two times during contrary in this Section 5.07, none of the Parent or any calendar year absent of its Restricted Subsidiaries will be required to disclose, permit the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) when an Event constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement or (bc) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity in all material respects with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (provided that an agent or representative of the Borrower shall have the right to accompany the representative designated by the Administrative Agent or Lender at all times during such visits or inspections), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and and, absent the existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be year, at the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the -118- expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the independent public accountants of the Borrower’s independent public accountants.. Section 5.09