Common use of Access to Books and Property Clause in Contracts

Access to Books and Property. Each Group Member shall permit the Administrative Agent, and during the continuance of an Event of Default the 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 (other than Immaterial Subsidiaries) and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries), (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member (other than Immaterial Subsidiaries)and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member (other than Immaterial Subsidiaries). Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or, during the continuance of an Event of Default, any Lender reasonably requests with respect to any Group Member (other than Immaterial Subsidiaries). Without limiting the foregoing, (i) each Group Member shall permit the Administrative Agent and its Related Persons to conduct up to three audits of its Inventory in any calendar year, with such audits rotating on a monthly basis through the different Borrowers and shall permit the Lenders to be present at such audits; and (ii) Holdings and each Group Member (other than Immaterial Subsidiaries) shall permit the Administrative Agent and its Related Persons to conduct comprehensive financial audits of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall not be permitted to conduct more than one such financial audit in any twelve month period.

Access to Books and Property. Each Group Member shall permit Permit the Administrative AgentAgent (and, and during the continuance of after an Event of Default Default, the Lenders, Lenders and any Related Person of any of them, as often as reasonably requested, them accompanying the Administrative Agent) at any reasonable time during normal business hours and with reasonable advance notice to the Borrower Agent (except that, during the continuance of an Event of Default, no such notice 1 Business Day shall be requireddeemed to be reasonable advance notice) to (a) visit and inspect the property of each Group Member (other than Immaterial Subsidiaries) Loan Party and each Restricted Subsidiary and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries)Loan Party and each Restricted Subsidiary, (b) discuss the affairs, finances and accounts of each Group Member such Loan Party or such Restricted Subsidiary with any officer or director of any Group Member (other than Immaterial Subsidiaries)and Loan Party or any Restricted Subsidiary and (c) communicate with an officer of any Loan Party or any Restricted Subsidiary and upon receipt of prior approval, directly with any registered certified public accountants (including the Group Members’ AccountantsLLC Parent’s accountants) of any Group Member Loan Party or any Restricted Subsidiary; provided, that, excluding any such visits and inspections during the continuation of an Event of Default the Administrative Agent and the Lenders shall not exercise such rights more than one time (other than Immaterial Subsidiaries)in the aggregate) in any calendar year. Each Group Member Loan Party and each Restricted Subsidiary shall authorize their respective registered certified public accountants (including the Group Members’ AccountantsLLC Parent’s accountants) to communicate directly with the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their respective Related Persons and such officer contemporaneously, and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, Lenders and their respective Related Persons all financial statements and other documents and information as they might have and are available to a Loan Party or a Restricted Subsidiary and the Administrative Agent or, during the continuance of an Event of Default, or any Lender reasonably requests with respect to any Group Member (other than Immaterial Subsidiaries)Loan Party or any Restricted Subsidiary. Without limiting the foregoing, (i) each Group Member shall permit the The Administrative Agent and its Related Persons the Lenders shall give the Parent Companies and the Borrowers the opportunity to conduct up to three audits of its Inventory participate in any calendar year, discussions with such audits rotating on a monthly basis through the different Borrowers and shall permit the Lenders to be present at such audits; and (ii) Holdings and each Group Member (other than Immaterial Subsidiaries) shall permit the Administrative Agent and its Related Persons to conduct comprehensive financial audits of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall not be permitted to conduct more than one such financial audit in any twelve month periodLLC Parent’s independent public accountants.

Access to Books and Property. Each Group Member shall permit the Administrative Agent, and during the continuance of an Event of Default the 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 (other than Immaterial Subsidiaries) and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries), (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member (other than Immaterial Subsidiaries)and Subsidiaries) and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member (other than Immaterial Subsidiaries). Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or, during the continuance of an Event of Default, any Lender reasonably requests with respect to any Group Member (other than Immaterial Subsidiaries). Without limiting the foregoing, (i) each Group Member shall permit the Administrative Agent and its Related Persons to conduct up to three semi-annual audits of its Inventory in any calendar yearInventory, with such audits rotating on a monthly basis through the different Borrowers and shall permit the Lenders to be present at such audits; and (ii) Holdings and each Group Member (other than Immaterial Subsidiaries) shall permit the Administrative Agent and its Related Persons to conduct comprehensive financial audits of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall not be permitted to conduct more than one such financial audit in any twelve month period.

Access to Books and Property. Each The Borrower shall, and shall cause each other Group Member shall to, permit the Administrative Agent, and during the continuance of an Event of Default the 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 (other than Immaterial Subsidiaries) and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries)Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member (other than Immaterial Subsidiaries)and and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants; provided that the applicable Group Member shall have the right to have a member of its senior management present at such discussions and any such communications shall be subject to the policies and procedures of such accountants) of any Group Member (Member. The Administrative Agent shall provide the other than Immaterial Subsidiaries)Lenders with reasonable advance written notice of such visits and inspections and use commercially reasonable efforts to coordinate with any Lender who notifies the Administrative Agent that such Lender will accompany the Administrative Agent on such visit or inspection. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, and during the continuance of an Event of Default the Lenders, Lenders and their Related Persons and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, Lenders and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or, during the continuance of an Event of Default, or any Lender reasonably requests with respect to any Group Member; provided that the applicable Group Member (other than Immaterial Subsidiaries)shall have the right to have a member of its senior management present at such discussions and any such communications and disclosures will be subject to any policies and procedures of such accountants. Without limiting Notwithstanding the foregoing, (i) each Group Member shall permit the Administrative Agent and its Related Persons to conduct up to three audits of its Inventory in shall not exercise such rights more often than one time during any calendar year, with such audits rotating on a monthly basis through year absent the different Borrowers and shall permit the Lenders to be present at such audits; and (ii) Holdings and each Group Member (other than Immaterial Subsidiaries) shall permit the Administrative Agent and its Related Persons to conduct comprehensive financial audits continuation of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and at its expense; provided, that when an Event of Default is continuing, the Administrative Agent shall not (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours upon reasonable advance notice. Notwithstanding anything to the contrary in this Agreement (including Section 6.8) or any other Loan Document, none of the Group Members will be permitted required to conduct more than one disclose any document, information or other matter with any competitor to any Group Member (or any known Affiliate of such a competitor) or (i) that constitutes nonfinancial trade secrets or non-financial audit proprietary information, (ii) in respect of which disclosure is prohibited by law, regulation or any twelve month periodbinding agreement, (iii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which any Group Member or any of their Subsidiaries owes confidentiality obligations to any third party.

Access to Books and Property. Each Group Member shall permit the Administrative Agent, and during the continuance of an Event of Default the 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 (other than Immaterial Subsidiaries) and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries), (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member (other than Immaterial Subsidiaries)and Subsidiaries) and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member (other than Immaterial Subsidiaries). Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or, during the continuance of an Event of Default, any Lender reasonably requests with respect to any Group Member (other than Immaterial Subsidiaries). Without limiting the foregoing, (i) each Group Member shall permit the Administrative Agent and its Related Persons to conduct up to three audits of its Inventory in any calendar year, with such audits rotating on a monthly basis through the different Borrowers year and shall permit the Lenders to be present at such audits; and (ii) Holdings and each Group Member (other than Immaterial Subsidiaries) shall permit the Administrative Agent and its Related Persons to conduct comprehensive financial audits of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall not be permitted to conduct more than one such financial audit in any twelve month period.

Access to Books and Property. Each Group Member shall permit each Agents (and any Lender to the Administrative extent accompanying an Agent, and during the continuance of an Event of Default the Lenders, ) and any Related Person of any of them, as often as reasonably requestedrequested (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 (other than Immaterial Subsidiaries) and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries)Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member (other than Immaterial Subsidiaries)and and (c) communicate directly with any registered certified public accountants (including the Group Members’ ' Accountants) of any Group Member Member, so long as the Borrower is provided reasonable advance notice and the opportunity to participate in such discussions. Subject to clause (other than Immaterial Subsidiaries). Each 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, and during the continuance of an Event of Default the Lenders, Agents and their Related Persons and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, Agents and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or, during the continuance of an Event of Default, any Lender Agents reasonably requests request with respect to any Group Member (other than Immaterial Subsidiaries)Member. Without limiting 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 Group Member 12 month period during the term of this Agreement and (ii) Agents shall permit notify the Administrative Agent Borrower prior to communicating with any such independent accountants and its Related Persons to conduct up to three audits of its Inventory in any calendar year, with such audits rotating on a monthly basis through Responsible Officer shall have the different Borrowers and shall permit the Lenders right to be present at such audits; and (ii) Holdings and discussions. Without in any way limiting the foregoing, each Group Member, at the request of each Agent or the Required Lenders, will participate and cause key management personnel of such Group Member (other than Immaterial Subsidiaries) shall permit to participate in a meeting with the Administrative Agent Agents and its Related Persons to conduct comprehensive financial audits of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall not be permitted to conduct more than one such financial audit in any twelve month periodleast once during each Fiscal Year.

Access to Books and Property. Each Group Member shall permit the Administrative Agent, and during the continuance of an Event of Default the 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 (other than Immaterial Subsidiaries) and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries), (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member (other than Immaterial Subsidiaries)and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member (other than Immaterial Subsidiaries). Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or, during the continuance of an Event of Default, any Lender reasonably requests with respect to any Group Member (other than Immaterial Subsidiaries). Without limiting the foregoing, (i) each Group Member shall permit the Administrative Agent and its Related Persons to conduct up to three audits of its Inventory in any calendar year, with such audits rotating on a monthly basis through the different Borrowers year and shall permit the Lenders to be present at such audits; and (ii) Holdings and each Group Member (other than Immaterial Subsidiaries) shall permit the Administrative Agent and its Related Persons to conduct comprehensive financial audits of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall not be permitted to conduct more than one such financial audit in any twelve month period.

Access to Books and Property. Each Group Member shall permit the Administrative Agent, and during the continuance of an Event of Default the 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 (other than Immaterial Subsidiaries) and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member (other than Immaterial Subsidiaries), (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member (other than Immaterial Subsidiaries)and Subsidiaries) and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member (other than Immaterial Subsidiaries). Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons and to disclose to the Administrative Agent, and during the continuance of an Event of Default the Lenders, and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or, during the continuance of an Event of Default, any Lender reasonably requests with respect to any Group Member (other than Immaterial Subsidiaries). Without limiting the foregoing, (i) each Group Member shall permit the Administrative Agent and its Related Persons to conduct up to three audits of its Inventory in any calendar year, with such audits rotating on a monthly basis through the different Borrowers and shall permit the Lenders to be present at such audits; and (ii) Holdings and each other Group Member (other than Immaterial Subsidiaries) shall (i) permit the Administrative Agent and its Related Persons Persons, at their expense unless an Event of Default has occurred and is continuing, to conduct comprehensive financial audits of the Group Members (other than any Immaterial Subsidiaries) and shall permit the Lenders to be present at such audits; provided, however, that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall not be permitted to conduct more than one such financial audit in any twelve month period, (ii) permit the Administrative Agent or its designees or representatives from time to time, subject to reasonable notice and normal business hours (except, in each case, when a Default or Event of Default exists), to conduct Field Exams and/or appraisals and (iii) reimburse the Administrative Agent for all reasonable and documented out-of-pocket charges, costs and expenses of the Administrative Agent in connection with (x) up to one Field Exam during any calendar year during which no Reporting Trigger Period has arisen, (y) up to two Field Exams in any calendar year during which a Reporting Trigger Period has arisen and (z) up to one appraisal during any calendar year; provided, however, that if a Field Exam or appraisal is initiated during an Event of Default, all charges, costs and expenses therefor shall be reimbursed by the Loan Parties without regard to such limits. The Administrative Agent shall not have any duty to any Loan Party to share any results of any Field Exam with any Loan Party. Appraisals shall be shared with the Borrower Agent upon request.