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

Books and Records; Inspection and Audit Rights. The Company will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, in all material respects, with GAAP and applicable law are made of all material dealings and transactions in relation to its business and activities. The Company will, and will cause each Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders), and any agent designated by the Administrative Agent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its operations, business affairs, 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, the Administrative Agent collectively may not exercise such rights more often than once during any calendar year and unless an Event of Default exists, the costs and expenses of such a visitation or inspection shall be the responsibility of the inspecting party or parties; provided, further, that when an Event of Default exists, the Administrative Agent (or any of their agents) may do any of the foregoing (at the expense of the Company) at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Company the opportunity to participate in any discussions with 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 that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its agents) is prohibited by applicable law or any binding confidentiality agreement between the Company or any Subsidiary and a Person that is not the Company 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 attorney work-product; provided the Company shall (x) use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate the applicable law or agreement, and (y) to the extent the Company is unable to disclose any such information, the Company shall notify the Administrative Agent if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation).

Books and Records; Inspection and Audit Rights. The Company will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, in all material respects, with GAAP and applicable law are made of all material dealings and transactions in relation to its business and activities. The Company will, and will cause each Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders)Agent, and any agent designated by the Administrative Agent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants (it being agreed that a representative of the Company may be present at any such meeting with the independent accountants), all at such reasonable times during normal business hours and as often as reasonably requested; provided that, the Administrative Agent collectively may not exercise such rights more often than once during any calendar year and unless an Event of Default exists, (it being understood that any expenses incurred by the costs and expenses of such a visitation or inspection Administrative Agent in connection therewith shall be subject to reimbursement by the responsibility of the inspecting party or partiesCompany in accordance with Section 9.03); provided, further, that when an Event of Default exists, the Administrative Agent (or any of their its agents) may do any of the foregoing (at the expense of the Company) at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Company the opportunity to participate in any discussions with 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 that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its agents) is prohibited by applicable law or any binding confidentiality agreement between the Company or any Subsidiary and a Person that is not the Company 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 attorney work-product; provided the Company shall (x) use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate the applicable law or agreement, and (y) to the extent the Company is unable to disclose any such information, the Company shall notify the Administrative Agent if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation).

Books and Records; Inspection and Audit Rights. The Company Borrower and Holdings will, and Holdings will cause each Restricted Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, (in all material respects, with GAAP and applicable law ) are made of all material dealings and financial transactions in relation to its business and activities. The Company Borrower and Holdings will, and will cause each Restricted Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders), and any agent representatives designated by the Administrative AgentAgent or any Lender, 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, assets, liabilities (including contingent liabilities) finances 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 thatthat (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 5.07 and (ii) other than during the continuance of an Event of Default, the Administrative Agent collectively may shall not exercise such rights more often than once one time during any calendar fiscal year and unless an Event of Default existsand, the costs and expenses of in any event, only one such a visitation or inspection time shall be at the responsibility of the inspecting party or parties; Borrower’s expense, and provided, further, that when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their agentsdesignated representatives) may do any of the foregoing (at the expense of the Company) Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give provide the Company Borrower with the opportunity to participate in any discussions discussion with the Company’s any such independent accountants. Notwithstanding anything to the contrary in this SectionSection 5.07, neither the Company Borrower nor any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agentstheir representatives or contractors) is prohibited by applicable law law, fiduciary duty or any binding confidentiality third-party agreement between the Company or any Subsidiary and a Person that is not the Company or any Subsidiary (not entered into in contemplation of preventing such disclosure, inspection, examination or discussion hereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work-work product; provided that, in the Company event that the Borrower or any Restricted Subsidiary does not disclose or permit the inspection or discussion of, any document, information or other matter in reliance on the foregoing clauses (i), (ii) or (iii), the Borrower or such Restricted Subsidiary shall (x) provide notice to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to communicatedisclose or permit the inspection or discussion of such document, to the extent permitted, the applicable information or other matter in a way that would not violate the applicable law or agreement, and (y) to the extent the Company is unable to disclose any such information, the Company shall notify the Administrative Agent if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation)restrictions.

Books and Records; Inspection and Audit Rights. The Company will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, in all material respects, with GAAP and applicable law are made of all material dealings and transactions in relation to its business and activities. The Company will, and will cause each Subsidiary to, permit the Administrative any Agent (acting on its own behalf or on behalf of any of the Lenders), and any agent designated by the Administrative any Agent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its operations, business affairs, 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, the Administrative Agent Agents collectively may not exercise such rights more often than once during any calendar year and unless an Event of Default exists, (it being understood that any expenses incurred by the costs and expenses of such a visitation or inspection Agents in connection therewith shall be subject to reimbursement by the responsibility of the inspecting party or partiesCompany in accordance with Section 9.03); provided, further, that when an Event of Default exists, the Administrative Agent Agents (or any of their agents) may do any of the foregoing (at the expense of the Company) at any time during normal business hours and upon reasonable advance notice. The Administrative Agent Agents shall give the Company the opportunity to participate in any discussions with 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 that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative any Agent (or its agents) is prohibited by applicable law or any binding confidentiality agreement between the Company or any Subsidiary and a Person that is not the Company 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 attorney work-product; provided that the Company shall (x) use commercially reasonable efforts to communicatesecure the requisite consent to permit such disclosure, to the extent permittedinspection, the applicable information in a way that would not violate the applicable law examination or agreement, discussion and (y) to the extent the Company is unable to disclose any such information, the Company shall will notify the Administrative Agent if any Agents that such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation)in reliance on this sentence.

Books and Records; Inspection and Audit Rights. The Company Borrower will, and will cause each Subsidiary of its Restricted Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries in accordance, in all material respects, conformity with GAAP and applicable law all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. The Company Borrower will, and will cause each Subsidiary of its Restricted Subsidiaries to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders), and any agent representatives designated by the Administrative AgentAgent or the Required Lenders, 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, assets, liabilities (including contingent liabilities) finances and financial condition with its officers and independent accountants, provided that, unless an Event of Default shall have occurred and be continuing, the Borrower shall be provided an opportunity to participate in any such discussions with such accountants, all at such reasonable times during normal business regular office hours and as often as reasonably requested; provided that, the Administrative Agent collectively may not exercise such rights but no more often than once one (1) time during any calendar year and unless absent the existence of an Event of Default existsDefault; provided that excluding any such visits and inspections during the continuation of an Event of Default, only the costs and expenses of such a visitation or inspection shall be the responsibility Administrative Agent on behalf of the inspecting party or partiesLenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.09; provided, further, further that when an Event none of Default exists, the Administrative Agent (Borrower or any of their agents) may do any of the foregoing (at the expense of the Company) at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Company the opportunity to participate in any discussions with the Company’s independent accountants. Notwithstanding anything to the contrary in this Section, neither the Company nor any Restricted Subsidiary shall 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) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agentstheir respective representatives or contractors) is prohibited by applicable law Requirement of Law or any binding confidentiality agreement between the Company or any Subsidiary and a Person that is (not the Company or any Subsidiary not entered into created in contemplation of preventing such disclosure, inspection, examination or discussion thereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work-work product; provided the Company shall (x) use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate the applicable law or agreement, and (y) to the extent the Company is unable to disclose any such information, the Company shall notify the Administrative Agent if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation).

Books and Records; Inspection and Audit Rights. The Company will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, in all material respects, with GAAP and applicable law are made of all material dealings and transactions in relation to its business and activities. The Company will, and will cause each Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders)Agent, and any agent designated by the Administrative Agent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants (it being agreed that a representative of the Company may be present at any such meeting with the independent accountants), all at such reasonable times during normal business hours and as often as reasonably requested; provided that, the Administrative Agent collectively may not exercise such rights more often than once during any calendar year and unless an Event of Default exists, (it being understood that any expenses incurred by the costs and expenses of such a visitation or inspection Administrative Agent in connection therewith shall be subject to reimbursement by the responsibility of the inspecting party or partiesCompany in accordance with Section 9.03); provided, further, that when an Event of Default exists, the Administrative Agent (or any of their its agents) may do any of the foregoing (at the expense of the Company) at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Company the opportunity to participate in any discussions with 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 that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its agents) is prohibited by applicable law or any binding confidentiality agreement between the Company or any Subsidiary and a Person that is not the Company 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 attorney work-product; provided the Company shall (x) use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate the applicable law or agreement, and (y) to the extent the Company is unable to disclose any such information, the Company shall notify the Administrative Agent if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation).. 84

Books and Records; Inspection and Audit Rights. The Company Borrower and Holdings will, and Holdings will cause each Restricted Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, (in all material respects, with GAAP and applicable law ) are made of all material dealings and financial transactions in relation to its business and activities. The Company Borrower and Holdings will, and will cause each Restricted Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders), and any agent representatives designated by the Administrative AgentAgent or any Lender, 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, assets, liabilities (including contingent liabilities) finances 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 thatthat (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 5.07 and (ii) other than during the continuance of an Event of Default, the Administrative Agent collectively may shall not exercise such rights more often than once one time during any calendar fiscal year and unless an Event of Default existsand, the costs and expenses of in any event, only one such a visitation or inspection time shall be at the responsibility of the inspecting party or parties; Borrower’s expense, and provided, further, that when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their agentsdesignated representatives) may do any of the foregoing (at the expense of the Company) Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give 140 #91301181v32 provide the Company Borrower with the opportunity to participate in any discussions discussion with the Company’s any such independent accountants. Notwithstanding anything to the contrary in this SectionSection 5.07, neither the Company Borrower nor any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agentstheir representatives or contractors) is prohibited by applicable law law, fiduciary duty or any binding confidentiality third-party agreement between the Company or any Subsidiary and a Person that is not the Company or any Subsidiary (not entered into in contemplation of preventing such disclosure, inspection, examination or discussion hereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work-work product; provided that, in the Company event that the Borrower or any Restricted Subsidiary does not disclose or permit the inspection or discussion of, any document, information or other matter in reliance on the foregoing clauses (i), (ii) or (iii), the Borrower or such Restricted Subsidiary shall (x) provide notice to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to communicatedisclose or permit the inspection or discussion of such document, to the extent permitted, the applicable information or other matter in a way that would not violate the applicable law or agreement, and (y) to the extent the Company is unable to disclose any such information, the Company shall notify the Administrative Agent if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation)restrictions.

Books and Records; Inspection and Audit Rights. The Company will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, in all material respects, with GAAP and applicable law are made of all material dealings and transactions in relation to its business and activities. The Company will, and will cause each Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders), and any agent designated by the Administrative Agent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its operations, business affairs, 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, the Administrative Agent collectively may not exercise such rights more often than once during any calendar year and unless an Event of Default exists, (it being understood that any expenses incurred by the costs and expenses of such a visitation or inspection Administrative Agent in connection therewith shall be subject to reimbursement by the responsibility of the inspecting party or partiesCompany in accordance with Section 9.03); provided, further, that when an Event of Default exists, the Administrative Agent (or any of their its agents) may do any of the foregoing (at the expense of the Company) at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Company the opportunity to participate in any discussions with 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 that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its agents) is prohibited by applicable law or any binding confidentiality agreement between the Company or any Subsidiary and a Person that is not the Company 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 attorney work-product; provided that the Company shall (x) use commercially reasonable efforts to communicatesecure the requisite consent to permit such disclosure, to the extent permittedinspection, the applicable information in a way that would not violate the applicable law examination or agreement, discussion and (y) to the extent the Company is unable to disclose any such information, the Company shall will notify the Administrative Agent if any that such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation)in reliance on this sentence.

Books and Records; Inspection and Audit Rights. The Company Borrower and Holdings will, and Holdings will cause each Restricted Subsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, (in all material respects, with GAAP and applicable law ) are made of all material dealings and financial transactions in relation to its business and activities. The Company Borrower and Holdings will, and will cause each Restricted Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the Lenders), and any agent representatives designated by the Administrative AgentAgent or any Lender, 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, assets, liabilities (including contingent liabilities) finances 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 thatthat (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 5.07 and (ii) other than during the continuance of an Event of Default, the Administrative Agent collectively may shall not exercise such rights more often than once one time during any calendar fiscal year and unless an Event of Default existsand, the costs and expenses of in any event, only one such a visitation or inspection time shall be at the responsibility of the inspecting party or parties; Borrower’s expense, and provided, further, that when an Event of Default exists, has occurred 140 #97036997v3 and is continuing the Administrative Agent or any Lender (or any of their agentsdesignated representatives) may do any of the foregoing (at the expense of the Company) Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give provide the Company Borrower with the opportunity to participate in any discussions discussion with the Company’s any such independent accountants. Notwithstanding anything to the contrary in this SectionSection 5.07, neither the Company Borrower nor any Restricted Subsidiary shall will be required to disclose, disclose or permit the inspection, examination or making copies or abstracts of, inspection or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its agentstheir representatives or contractors) is prohibited by applicable law law, fiduciary duty or any binding confidentiality third-party agreement between the Company or any Subsidiary and a Person that is not the Company or any Subsidiary (not entered into in contemplation of preventing such disclosure, inspection, examination or discussion hereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work-work product; provided that, in the Company event that the Borrower or any Restricted Subsidiary does not disclose or permit the inspection or discussion of, any document, information or other matter in reliance on the foregoing clauses (i), (ii) or (iii), the Borrower or such Restricted Subsidiary shall (x) provide notice to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to communicatedisclose or permit the inspection or discussion of such document, to the extent permitted, the applicable information or other matter in a way that would not violate the applicable law or agreement, and (y) to the extent the Company is unable to disclose any such information, the Company shall notify the Administrative Agent if any such information is being withheld as a result of any such obligation of confidentiality (but solely if providing such notice would not violate such confidentiality obligation)restrictions.