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

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by the Administrative Agent to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is 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. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05, 5.07 and 5.12) or any other Loan Document, none of the Loan Parties 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 with any competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Permit Each Group Member will permit any Persons representatives designated by the Administrative Agent to visit during its regular business hours and with reasonable advance written notice thereof (provided that no such advance notice shall be required during the continuance of an Event of Default) and inspect (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 the Borrower or Restricted Subsidiary is a party, in each case, not entered into in contemplation of avoiding the requirements of this Section 5.07) the financial records and the properties property of the Borrower or any Restricted Subsidiary such Group Member at reasonable times, upon reasonable prior notice times up to one (1) time per calendar year (but without frequency limit during the Borrower, continuance of an Event of Default) and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons representatives designated by the Administrative Agent, upon reasonable prior notice to the Borrower Agent to discuss the affairs, finances finances, accounts and condition of Holdings, the Borrower or any Restricted Subsidiary Group Member with the officers and employees thereof and independent accountants advisors therefor (subject to such accountant’s policies and proceduresincluding independent accountants); provided that the Administrative Agent may not exercise shall give any Group Member an opportunity for its representatives to participate in any such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expensediscussions; and provided, further, that when an so long as no Event of Default has occurred and is then continuing, the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent or any Lender and Lenders (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 noticerepresentatives). Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7)Section 5.07, 5.05, 5.07 and 5.12) or any other Loan Document, none of the Loan Parties or any of the Restricted Subsidiaries no Group Member 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 with any competitor to the Borrower or any of its Subsidiaries or (i) that (1) constitutes non-financial confidential Intellectual Property, including trade secrets or non-financial proprietary informationsecrets, (2ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law Requirements of Law or any binding agreementagreement (not entered into in contemplation hereof), or (3iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesproduct.

Maintaining Records; Access to Properties and Inspections. Permit Maintain all financial records in accordance with GAAP and permit any Persons persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender, to visit and inspect the financial records and the properties of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries at reasonable timestimes during normal business hours, in a manner that is not unreasonably disruptive to operations and upon reasonable prior notice to Holdings or the Borrower, and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons persons designated by the Administrative AgentAgent or, upon the occurrence and during the continuance of an Event of Default, any Lender, upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event reasonable requirements of Default is continuing and only one such time will be at the Borrower’s expense; and providedconfidentiality, further, that when an Event of Default is continuing, the Administrative Agent including requirements imposed by law 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 noticeby contract. Notwithstanding anything to the contrary in this Agreement Section 5.07, excluding any inspections or discussions pursuant to this Section 5.07 during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent under this Section 5.07 (including Sections 5.04(7without limiting the Administrative Agent’s right to designate representatives of the Lenders to participate in such visits), 5.05, 5.07 and 5.12) or any other Loan Document, none of the Loan Parties 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 with any competitor to the Borrower or any of its Subsidiaries or that Administrative Agent shall not exercise such rights more often than one (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or time during any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariescalendar year.

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by the Administrative Agent to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective 110 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. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05, 5.07 and 5.12) or any other Loan Document, none of the Loan Parties 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 with any competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Permit Keep proper books of record and account in which full, true and correct entries in conformity with GAAP consistently applied and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. Upon at least five (5) Business Days’ prior written notice, each Loan Party will permit any Persons representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records (other than the records of the Board of Directors) and the properties property of the Borrower or any Restricted Subsidiary such Loan Party at reasonable times, upon reasonable prior notice to the Borrower, times and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons representatives designated by the Administrative Agent, upon reasonable prior notice to the Borrower Agent or any Lender to discuss the affairs, finances finances, accounts, prospects and condition of Holdings, the Borrower or any Restricted Subsidiary Loan Party with the officers and employees thereof and independent accountants advisors therefor (subject to such accountant’s policies and proceduresincluding independent accountants); provided provided, that all such visits and inspections shall be coordinated through the Administrative Agent may not exercise and the Borrower shall pay only for costs and expenses of one such rights more often than two times during any inspection or visit per calendar year unless in the absence of an Event of Default is continuing and only one such time will be at the Borrower’s expensepursuant to Section 8.01(a), (g), or (h); and provided, further, that when an Event of Default exists and is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Loan Parties the opportunity to participate in any discussions with the Borrower’s advisors (including independent public accountants). Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05, 5.07 and 5.12) or any other Loan DocumentSection 5.07, none of the Loan Parties 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 with any competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by law any Requirement of Law or any binding agreement, agreement or (3ii) that is subject to attorney-—client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesproduct.

Maintaining Records; Access to Properties and Inspections. Permit Maintain all financial records in accordance with GAAP and permit any Persons persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender, to visit and inspect the financial records and the properties of Holdings, the Borrower Agent or any Restricted Subsidiary of the Subsidiaries at reasonable timestimes during normal business hours, in a manner that is not unreasonably disruptive to operations and upon reasonable prior notice to Holdings or the BorrowerBorrower Agent, and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons persons designated by the Administrative AgentAgent or, upon the occurrence and during the continuance of an Event of Default, any Lender, upon reasonable prior notice to Holdings or the Borrower Agent to discuss the affairs, finances and condition of Holdings, the Borrower Agent or any Restricted Subsidiary of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower Agent has the opportunity to participate in any such discussions with such accountants), in each case, subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event reasonable requirements of Default is continuing and only one such time will be at the Borrower’s expense; and providedconfidentiality, further, that when an Event of Default is continuing, the Administrative Agent including requirements imposed by law 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 noticeby contract. Notwithstanding anything to the contrary in this Agreement Section 5.07, excluding any inspections or discussions pursuant to this Section 5.07 during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent under this Section 5.07 (including Sections 5.04(7without limiting the Administrative Agent’s right to designate representatives of the Lenders to participate in such visits), 5.05, 5.07 and 5.12) or any other Loan Document, none of the Loan Parties 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 with any competitor to the Borrower or any of its Subsidiaries or that Administrative Agent shall not exercise such rights more often than one (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or time during any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariescalendar year.

Maintaining Records; Access to Properties and Inspections. Permit Maintain all financial records in accordance with GAAP and permit any Persons persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender, to visit and inspect the financial records and the properties of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries at reasonable timestimes during normal business hours, in a manner that is not unreasonably disruptive to operations and upon reasonable prior notice to Holdings or the Borrower, and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons persons designated by the Administrative AgentAgent or, upon the occurrence and during the continuance of an Event of Default, any Lender, upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event reasonable requirements of Default is continuing and only one such time will be at the Borrower’s expense; and providedconfidentiality, further, that when an Event of Default is continuing, the Administrative Agent including requirements imposed by law 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 noticeby contract. Notwithstanding anything to the contrary in this Agreement Section 5.07, excluding any inspections or discussions pursuant to this Section 5.07 during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent under this Section 5.07 (including Sections 5.04(7without limiting the Administrative Agent’s right to designate representatives of the Lenders to participate in such visits), 5.05, 5.07 and 5.12) or any other Loan Document, none of the Loan Parties 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 with any competitor to the Borrower or any of its Subsidiaries or that Administrative Agent shall not exercise such rights more often than one (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or time during any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiaries.calendar year. 150

Maintaining Records; Access to Properties and Inspections. Permit Each Group Member will permit any Persons representatives designated by the Administrative Agent to visit during its regular business hours and with reasonable advance written notice thereof (provided that no such advance notice shall be required during the continuance of an Event of Default) and inspect (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 the Borrower or Restricted Subsidiary is a party, in each case, not entered into in contemplation of avoiding the requirements of this Section 5.07) the financial records and the properties property of the Borrower or any Restricted Subsidiary such Group Member at reasonable times, upon reasonable prior notice times up to one (1) time per calendar year (but without frequency limit during the Borrower, continuance of an Event of Default) and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons representatives designated by the Administrative Agent, upon reasonable prior notice to the Borrower Agent to discuss the affairs, finances finances, accounts and condition of Holdings, the Borrower or any Restricted Subsidiary Group Member with the officers and employees thereof and independent accountants advisors therefor (subject to such accountant’s policies and proceduresincluding independent accountants); provided that the Administrative Agent may not exercise shall give any Group Member an opportunity for its representatives to participate in any such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expensediscussions; and provided, further, that when an so long as no Event of Default has occurred and is then continuing, the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent or any Lender and Lenders (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 noticerepresentatives). Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7)Section 5.07, 5.05, 5.07 and 5.12) or any other Loan Document, none of the Loan Parties or any of the Restricted Subsidiaries no Group Member 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 with any competitor to the Borrower or any of its Subsidiaries or (i) that (1) constitutes non-financial confidential Intellectual Property, including trade secrets or non-financial proprietary informationsecrets, (2ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law Requirements of Law or any binding agreementagreement (not entered into in contemplation hereof), or (3iii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiaries.product. Section 5.08