Common use of Access to Information; Financial Statements Clause in Contracts

Access to Information; Financial Statements. (a) Until the earliest to occur of the consummation of an IPO, a Sale and the termination of this Agreement pursuant to its terms, GSRP shall afford to the officers, employees, accountants, counsel, advisors and other representatives and agents of GSAM (the “GSAM Representatives”) reasonable access (with reasonable prior notice, during regular business hours and subject to restrictions under Applicable Law) to all premises and books and records with respect to the GSRP Entities as the GSAM Representatives may reasonably request. During such time, GSRP shall also make available to the GSAM Entities and the GSAM Representatives the appropriate individuals for discussion of its business, properties and personnel as the GSAM Entities and/or the GSAM Representatives may reasonably request. Without limiting the foregoing, GSRP shall promptly provide (i) all financial and operating data and other information concerning the GSRP Entities as may be reasonably requested in writing by the GSAM Entities or the GSAM Representatives, and (ii) reasonable access for the GSAM Entities accountants to all work papers relating to the GSRP Entities in connection with any of the foregoing. (b) From the Closing Date and until the earliest to occur of the consummation of an IPO, a Sale or the termination of this Agreement pursuant to its terms, GSRP shall, no later than (i) sixty (60) Business Days after the last day of each fiscal quarterly period, furnish to GSAM unaudited quarterly financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such quarterly period and for the year to date and (ii) not later than ninety (90) days after the end of the fourth fiscal quarter of each fiscal year, furnish to GSAM audited annual financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such fiscal year.

Access to Information; Financial Statements. (a) Until the earliest to occur of Closing or the consummation of an IPO, a Sale and the earlier termination of this Agreement pursuant to its termsAgreement, GSRP Selling Group shall afford to the Buying Group, and to its officers, employeesemployees and authorized representatives, accountants, counsel, advisors and other representatives and agents of GSAM (the “GSAM Representatives”) reasonable access (with reasonable prior noticefull access, during regular normal business hours and subject to restrictions under Applicable Law) hours, to all premises properties, books, records and books and records with respect corporate documents relating to the GSRP Entities as the GSAM Representatives may reasonably request. During such timePurchased Assets, GSRP shall also make available to the GSAM Entities Assumed Liabilities and the GSAM Representatives the appropriate individuals for discussion of its business, properties and personnel as the GSAM Entities and/or the GSAM Representatives may reasonably request. Without limiting the foregoing, GSRP shall promptly provide (i) all financial and operating data and other information concerning the GSRP Entities Business as may be reasonably requested requested. Until the Closing or earlier termination of this Agreement, Buying Group shall hold all non-published and confidential information obtained from Selling Group in writing by confidence and shall not disclose any such information to persons other than those of its officers, directors, employees and representatives who have a need to know, or make any commercial use thereof whatsoever. If this Agreement is terminated prior to Closing for any reason, all such information and copies thereof shall be returned to Selling Group within thirty (30) business days or shall be destroyed. Selling Group will cause Selling Gr oup's Accountants to furnish the GSAM Entities or Buying Group and Buying Group's Accountants all workpapers applicable to the GSAM Representatives, and (ii) reasonable access for the GSAM Entities accountants to all work papers Business relating to the GSRP Entities in connection with any of the foregoingperiods covered by the Historical Financial Statements. (b) From Selling Group agrees that during the Closing Date and until period after the earliest to occur of the consummation of an IPO, a Sale or the termination date of this Agreement pursuant and prior to its termsthe Closing (the "Interim Period"), GSRP shallSelling Group shall provide to Buying Group, no later than within fifteen (i) sixty (60) Business Days after the last day of each fiscal quarterly period, furnish to GSAM unaudited quarterly financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such quarterly period and for the year to date and (ii) not later than ninety (9015) days after of the end of each calendar month, Selling Group's unaudited consolidated and consolidating balance sheet and income statement for such month ("Interim Financial Statements"). The Interim Financial Statements will be true and correct in all material respects, will be prepared using the fourth fiscal quarter same accounting methods and procedures as used in the preparation of each fiscal yearthe Historical Financial Statements, furnish except for the absence of footnotes, will be subject to GSAM audited annual financial statements accompanied by a management report discussing normal recurring audit adjustments, and will present fairly the financial results and operations position of Selling Group as of the GSRP Entities during date indicated and the results of Selling Group's operations for such fiscal yearperiod. (c) Selling Group agrees that within fifteen (15) days of the date of this Agreement, Selling Group will prepare and deliver to Buying Group a form of Statement of Credit Balances to be delivered at the Closing. Buying Group and Selling Group agree to discuss the form in good faith and to implement such changes as the parties may reasonably agree upon in order to finalize such form prior to the Closing.

Access to Information; Financial Statements. (a) Until From the earliest to occur of date hereof until the consummation of an IPO, a Sale and the Closing (or earlier termination of this Agreement pursuant to its termsAgreement), GSRP shall afford to the officers, employees, accountants, counsel, advisors and other representatives and agents of GSAM (the “GSAM Representatives”) reasonable access (with reasonable prior notice, during regular business hours and subject to restrictions under Applicable Law) to all premises and books and records with respect to the GSRP Entities as the GSAM Representatives may reasonably request. During such time, GSRP shall also make available to the GSAM Entities Seller Parties and the GSAM Representatives the appropriate individuals for discussion of its business, properties and personnel as the GSAM Entities and/or the GSAM Representatives may reasonably request. Without limiting the foregoing, GSRP Companies shall promptly provide (i) all afford Purchaser and its employees, agents, accountants and legal and financial advisors (collectively, the “Purchaser’s Agents”) with access, during normal business hours, to the offices, plants, warehouses, properties, Books and Records of the Companies and the Seller Parties relating to the Business, and (ii) furnish to Purchaser’s Agents such additional financial and operating data and other information regarding the operations of the Companies as Purchaser may from time to time request to the extent that such data or other information is maintained or reasonably available. Seller Parties and the Companies shall facilitate Purchaser’s contact and communication with the employees and personnel of the Companies and its customers, suppliers, vendors and distributors of the Business, all as requested upon reasonable notice by Purchaser to the Seller Parties or the Companies and during normal business hours after the date hereof. Seller Parties and the Companies shall direct the employees and personnel of the Companies to cooperate with Purchaser in connection with the foregoing. From the date hereof through the Closing, Seller Parties and the Companies shall use good faith efforts to operate the Business in such a manner as to achieve a smooth transition consistent with the mutual business interests of Seller Parties and Purchaser. In this regard, the Parties agree that they will enter into and continue good faith discussions concerning the GSRP Entities as may be reasonably requested in writing by the GSAM Entities or the GSAM RepresentativesCompanies, including personnel policies and procedures, and (ii) reasonable access for the GSAM Entities accountants to all work papers other operational matters relating to the GSRP Entities in connection with any of the foregoingCompanies. (b) From the Closing Date and date hereof until the earliest to occur of the consummation of an IPO, a Sale Closing (or the earlier termination of this Agreement pursuant to its termsAgreement), GSRP the Seller Parties shall, no later than as soon as practicable and in any event within fifteen (i) sixty (60) Business Days after the last day of each fiscal quarterly period, furnish to GSAM unaudited quarterly financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such quarterly period and for the year to date and (ii) not later than ninety (9015) days after the end of the fourth fiscal quarter of each fiscal yearmonth of the Companies, furnish deliver to GSAM audited annual Purchaser the internally prepared consolidated financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during Companies as of the end of such fiscal yearmonth, for such fiscal month and for the period from the beginning of the then-current fiscal year to the end of such fiscal month.

Access to Information; Financial Statements. (a) Until From the earliest to occur of the consummation of an IPO, a Sale and the termination date of this Agreement pursuant to until the Closing, each Seller shall: (i) afford Purchaser and its termsemployees, GSRP shall afford to the officers, employeesagents, accountants, counselunderwriters, lenders and legal and financial advisors and other representatives and agents of GSAM (the collectively, “GSAM RepresentativesPurchaser’s Agents”) reasonable access (with reasonable prior noticeaccess, during regular normal business hours and subject to restrictions under Applicable Law) to all premises and books and records with respect hours, to the GSRP Entities as the GSAM Representatives may reasonably request. During offices, plants, warehouses, properties, and Books and Records of Sellers; and (ii) furnish to Purchaser’s Agents such time, GSRP shall also make available to the GSAM Entities and the GSAM Representatives the appropriate individuals for discussion of its business, properties and personnel as the GSAM Entities and/or the GSAM Representatives may reasonably request. Without limiting the foregoing, GSRP shall promptly provide (i) all additional financial and operating data and other information concerning regarding the GSRP Entities operations of Sellers as Purchaser and Purchaser’s Agents may be from time to time reasonably requested in writing by request. Sellers shall reasonably facilitate Purchaser’s contact and communication with the GSAM Entities or the GSAM Representativesemployees and personnel of each Seller, and (ii) reasonable access for the GSAM Entities accountants to all work papers relating professionals, representatives, customers, suppliers, vendors, lenders, and distributors of and to the GSRP Entities Business, all as requested upon reasonable notice by Purchaser to Sellers and during normal business hours after the date of this Agreement. Sellers shall direct such Persons to cooperate with Purchaser in connection with any of the foregoing. The terms of this Section 4.2 shall not require the disclosure AmericasActive:13598183.18 of information to the extent such disclosure, upon the written advice of outside counsel, would cause a waiver of attorney-client privilege. From the date of this Agreement through the Closing, each Seller shall use good faith efforts to operate the Business in such a manner as to achieve an orderly transition consistent with the business interests of Purchaser. (b) From and after the Closing Date and until the earliest to occur of the consummation of an IPO, a Sale or the termination date of this Agreement pursuant to its termsAgreement, GSRP each Seller shall, no later than and shall use their reasonable efforts to cause their Affiliates and their respective officers, directors, managers, employees, agents and representatives to, cooperate with Purchaser, its Affiliates and their respective agents and representatives in connection with compliance with Purchaser’s and its Affiliates’ Tax, financial, or other reporting requirements and audits, including (i) sixty any filings with any Governmental Body, (60ii) any filings that may be required by the Securities and Exchange Commission (the “Commission”), under securities Laws applicable to RAC, Purchaser and their Affiliates, including any report required to be filed by RAC or Purchaser or any of their Affiliates under the Securities Exchange Act of 1934, as amended (together with the Securities Act and the rules and regulations promulgated under such acts, the “Securities Laws”) (any such filings described in clause (ii), the “Filings”), (iii) executing and delivering or causing to be executed and delivered any reasonable and customary external audit firm representation letters as may be reasonably requested by Purchaser or its Affiliates or their respective agents and representatives, (iv) obtaining the consent of the independent auditor(s) that conducted any audit of the Financial Statements to be named as an expert in any Filing or offering memorandum for any equity or debt financing of RAC or Purchaser or any of their Affiliates and (v) using reasonable efforts to cause the independent auditor(s) that conducted any audit of the Financial Statements to provide customary “comfort letters” to any underwriter or purchaser in connection with any equity or debt financing of RAC, Purchaser or any of their Affiliates. Further, from and after the date of this Agreement, Sellers shall, and shall use their reasonable efforts to cause their Affiliates to, make available to Purchaser and its Affiliates and their agents and representatives any and all books, records, information and documents that are attributable to Sellers or the Purchased Assets in Sellers or their Affiliates’ possession or control reasonably required by Purchaser, its Affiliates and their agents and representatives, in order for Purchaser or its Affiliates to prepare, if required to comply with the requirements of the Securities Laws in connection with such Filings, any financial statements relating to Sellers or the Purchased Assets meeting the requirements of Regulation S-X under the Securities Act. (c) Without limiting the generality of Section 4.2(b), from and after the date of this Agreement, Sellers shall, and shall use their reasonable efforts to cause their Affiliates to, cooperate with the independent auditors chosen by Purchaser (“Purchaser’s Auditor”) in connection with any audit or review by Purchaser’s Auditor of any financial statements of Sellers or related to the Purchased Assets that Purchaser or any of its Affiliates require to comply with the requirements of the Securities Laws. Such cooperation will include (i) access to Sellers and Sellers’ officers, managers, employees, agents and representatives who were responsible for preparing or maintaining the financial records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Purchaser’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements and (ii) delivery of one or more customary representation letters from Sellers that are reasonably requested by Purchaser or Purchaser’s Auditor to allow such auditors to complete an audit (or review of any financial statements) and to issue an opinion with respect to an audit of those financial statements required pursuant to this Section 4.2(c). Purchaser will reimburse Sellers, within ten (10) Business Days after demand in writing therefor, for any reasonable out-of-pocket costs incurred by Sellers or their Affiliates in complying with the last day provisions of each fiscal quarterly period, furnish to GSAM unaudited quarterly financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such quarterly period and for the year to date and (ii) not later than ninety (90) days after the end of the fourth fiscal quarter of each fiscal year, furnish to GSAM audited annual financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such fiscal yearthis Section 4.2(c).