Common use of Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings Clause in Contracts

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP are made of all material financial dealings and transactions in relation to its business and activities. Each Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person at reasonable times and frequency and to make extracts from, and copies of, such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such visit and inspection by the Administrative Agent in excess of one per calendar year shall be at the expense of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07, no Company shall be required to disclose, permit the 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, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP are made of all material financial dealings and transactions in relation to its business and activities. Each RCS Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person at reasonable times and frequency and to make extracts from, from and copies of, of such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such visit and inspection by the Administrative Agent in excess of one per calendar year shall be at the expense of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i5.04(h) or this Section 5.07, no Company shall be required to disclose, permit the 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, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which entries that are full, true and correct entries in conformity in all material respects and in conformity with GAAP and all applicable requirements of law are made of all material financial dealings and transactions in relation to its business and activities. Each Company Loan Party will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders toor, upon written notice the occurrence and during the continuance of an Event of Default, any Lender to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person person upon reasonable notice, at reasonable times and frequency as often as reasonably requested and to make extracts from, from and copies of, of such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to discuss the affairs, finances and condition of such Person person with the officers thereof and (independent accountants therefor, in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract; provided that a representative (i) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal year and shall be arranged by one or more Lenders through the Borrower is given Administrative Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to be present) independent accountants thereforparticipate in any such discussions with such accountants. In addition, each Loan Party will permit the Administrative Agent to conduct, at the sole cost and expense of the Loan Parties, field audits and examinations of receivables and inventory, and appraisals of inventory; provided thatthat such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period. Notwithstanding the foregoing, if and for so long as no (i) an Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, continuing or (ii) any Availability is less than the Availability Limit, up to two such visit field audits and inspection by the Administrative Agent in excess of one per calendar year shall examinations and appraisals may be conducted at the Loan Parties’ expense per any twelve-month period at any time at the reasonable request of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07, no Company shall be required to disclose, permit the 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, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a%3) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material financial dealings and transactions in relation to its business and activities. Each Company Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times and frequency and to make extracts fromduring normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and copies at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such financial recordsvisits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, 119 except in the case of clauses (iii) and (iv) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders Lenders) to discuss have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity such discussions shall be limited to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such visit and inspection by the Administrative Agent in excess of one more than once per calendar year shall be at except during the expense continuance of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07an Event of Default); provided, further that no Company shall Loan Party 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 (ix) that constitutes non-financial trade secrets or non-financial proprietary information, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by any Requirement of Law or any binding agreement or (iiiz) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP are made of all material financial dealings and transactions in relation to its business and activities. Each Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person at reasonable times and frequency and to make extracts from, and copies of, such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders to discuss the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such visit and inspection by the Administrative Agent in excess of one two per calendar year shall be at the expense of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i5.04(i) or this Section 5.07, no Company shall be required to disclose, permit the 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, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects with GAAP and all requirements of law are made of all material financial dealings and transactions in relation to its business and activities. Each Company Loan Party will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders toor, upon written notice the occurrence and during the continuance of an Event of Default, any Lender to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person person upon reasonable notice, at reasonable times and frequency as often as reasonably requested and to make extracts from, from and copies of, of such financial records, and permit any representatives designated by the Administrative Agent or the Required Lenders any Lender to discuss the affairs, finances and condition of such Person person with the officers thereof and (independent accountants therefor, in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract; provided that a representative (i) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal year and shall be arranged by one or more Lenders through the Borrower is given Administrative Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to be present) independent accountants thereforparticipate in any such discussions with such accountants. In addition, each Loan Party will permit the Administrative Agent to conduct, at the sole cost and expense of the Loan Parties, field audits and examinations of receivables and inventory, and appraisals of inventory; provided thatthat such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period. Notwithstanding the foregoing, if and for so long as no (i) an Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, continuing or (ii) any Availability is less than the Availability Limit, up to four such visit field audits and inspection by the Administrative Agent in excess of one per calendar year shall examinations and appraisals may be conducted at the Loan Parties’ expense per any twelve-month period at any time at the reasonable request of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07, no Company shall be required to disclose, permit the 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, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material financial dealings and transactions in relation to its business and activities. Each Company Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times and frequency and to make extracts fromduring normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and copies at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such financial recordsvisits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders Lenders) to discuss have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity such discussions shall be limited to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such visit and inspection by the Administrative Agent in excess of one more than once per calendar year shall be at except during the expense continuance of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07an Event of Default); provided, further that no Company shall Loan Party 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 (ix) that constitutes non-financial trade secrets or non-financial proprietary information, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by any Requirement of Law or any binding agreement or (iiiz) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material financial dealings and transactions in relation to its business and activities. Each Company Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times and frequency and to make extracts fromduring normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and copies at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such financial recordsvisits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders Lenders) to discuss have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity such discussions shall be limited to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such visit and inspection by the Administrative Agent in excess of one more than once per calendar year shall be at except during the expense continuance of the Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07an Event of Default); provided, further that no Company shall Loan Party 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 (ix) that constitutes non-financial trade secrets or non-financial proprietary IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] information, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractorsrepresentatives) is prohibited by any Requirement of Law or any binding agreement or (iiiz) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product).