Common use of Access to Books and Property Clause in Contracts

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or any Related Person of any of them, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent accompanied by the Lender and any their respective Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or any Related Person of any of themPersons, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group MemberMember (provided, however, that so long as no Event of Default is continuing, not more often than (i) twice per Fiscal Year to the Borrower’s corporate headquarters and (ii) once per Fiscal Year to each other property of the Borrower or any Subsidiary (but, so long as no Event of Default is continuing, the Borrower shall only be responsible for the fees, costs and expenses of one individual with respect to any visit made pursuant to this clause (ii), without any limitation on the number of individuals that may attend such visitation), (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided thatMember (provided, excluding however, that a representative of Borrower may be present during any such visits communication and inspections during only the continuation of a Default or Event of Default (which shall be unlimited)Borrower, the Administrative Agent and any and/or its Related Persons of may participate in such communications). Subject to the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Yearforegoing, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, Agent and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, Agent all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent (and any Related Person of Lender to the Administrative Agent and (b) during the continuance of a Default or Event of Default, extent accompanying the Administrative Agent, the Lenders, or ) and any Related Person of any of them, as often as reasonably requested (but, unless an Event of Default has occurred and is continuing, no more than once per Fiscal Quarter), at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) required to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ ' Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then existsthe Borrower is provided reasonable advance notice and the opportunity to participate in such discussions. Each Subject to clause (c) above, each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ ' Accountants) to communicate directly with the Administrative Agent, the Lenders Agent and their Related Persons, as applicable, Persons and to disclose to the Administrative Agent, the Lenders Agent and their Related Persons, as applicable, Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, (i) the Borrower shall not be obligated to pay the fees, costs and expenses for more than one (1) such visit or inspection of the Loan Parties conducted during each 12 month period during the term of this Agreement and (ii) Administrative Agent shall notify the Borrower prior to communicating with any such independent accountants and a Responsible Officer shall have the right to be present at such discussions. Without in any way limiting the foregoing, each Group Member, at the request of the Administrative Agent or the Required Lenders, will participate and cause key management personnel of such Group Member to participate in a meeting with the Administrative Agent and the Lenders at least once during each Fiscal Year.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or any Related Person of any of them, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member. CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or Lenders and any Related Person of any of them, as often as reasonably requested (but not more than two times during any calendar year unless there has occurred a default); and provided, however, (a) the Group Member shall not be required to pay the expenses of more than two such visits and inspections in the aggregate during any calendar year unless an Event of Default has occurred and is continuing, (b) each Lender shall at all times coordinate with the Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Group Member), at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (ai) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (bii) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (ciii) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Subordinated Notes Agent, the Lenders, or Noteholders and any Related Person of any of them, as often as reasonably requested (but not more than two times during any calendar year unless there has occurred a default); and provided, however, (a) the Group Member shall not be required to pay the expenses of more than two such visits and inspections in the aggregate during any calendar year unless an Event of Default has occurred and is continuing, (b) each Noteholder shall at all times coordinate with the Subordinated Notes Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Group Member), at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (ai) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (bii) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (ciii) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Subordinated Notes Agent, the Lenders Noteholders and their Related Persons, as applicable, Persons and to disclose to the Administrative Subordinated Notes Agent, the Lenders Noteholders and their Related Persons, as applicable, Persons all financial statements and other documents and information as they might have and the Administrative Subordinated Notes Agent or any Lender Noteholder reasonably requests with respect to any Group Member.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or Lenders and any Related Person of any of them, as often as reasonably requested (but not more than two times during any calendar year unless an Event of Default has occurred and is continuing); and provided, however, (a) the Group Member shall not be required to pay the expenses of more than two such visits and inspections in the aggregate during any calendar year unless an Event of Default has occurred and is continuing, (b) each Lender shall at all times coordinate with the Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Group Member), at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (ai) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (bii) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (ciii) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or Lenders and any Related Person of any of them, as often as reasonably requested but in no event more than two (2) times per year when no Event of Default has occurred or shall be continuing, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer officers or director directors of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding in any such visits and inspections during the continuation of a Default or fiscal year when no Event of Default shall have occurred or be continuing, the Borrower shall not be required to reimburse the costs of more than one (which shall be unlimited), 1) visit by the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then existseach Lender. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or Lenders and any Related Person of any of them, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member; provided that (i) any such visit or inspection shall be coordinated through the Administrative Agent, (ii) unless an Event of Default shall have occurred and be continuing, only one (1) such visit or inspection during any twelve month period shall be at the cost of the Group Members and (iii) nothing in this Section 7.7 shall require any Group Member to take any action that would violate a confidentiality agreement or waive any attorney client or similar privilege.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent (and any Related Person of Lender to the Administrative Agent and (b) during the continuance of a Default or Event of Default, extent accompanying the Administrative Agent, the Lenders, or ) and any Related Person of any of them, as often as reasonably requested (but, unless an Event of Default has occurred and is continuing, no more than once per Fiscal Quarter), at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) required to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then existsthe Borrower is provided reasonable advance notice and the opportunity to participate in such discussions. Each Subject to clause (c) above, each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders Agent and their Related Persons, as applicable, Persons and to disclose to the Administrative Agent, the Lenders Agent and their Related Persons, as applicable, Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, (i) the Borrower shall not be obligated to pay the fees, costs and expenses for more than one (1) such visit or inspection of the Loan Parties conducted during each 12 month period during the term of this Agreement and (ii) Administrative Agent shall notify the Borrower prior to communicating with any such independent accountants and a Responsible Officer shall have the right to be present at such discussions. Without in any way limiting the foregoing, each Group Member, at the request of the Administrative Agent or the Required Lenders, will participate and cause key management personnel of such Group Member to participate in a meeting with the Administrative Agent and the Lenders at least once during each Fiscal Year.

Access to Books and Property. Each Group Member shall permit (a) so long as no Default or Event of Default then exists, the Administrative Agent and any Related Person of the Administrative Agent and (b) during the continuance of a Default or Event of Default, the Administrative Agent, the Lenders, or any Related Person of any of them, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default (which shall be unlimited), the Administrative Agent and any Related Persons of the Administrative Agent shall not exercise such rights more often than one time in the aggregate in any Fiscal Year, which shall be at the Lenders’ expense so long as no Default or Event of Default then exists. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons, as applicable, and to disclose to the Administrative Agent, the Lenders and their Related Persons, as applicable, all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member. AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC.