Common use of Books and Records; Access Clause in Contracts

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Blackstone Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Blackstone Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Blackstone Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Blackstone Entities, in addition to other information that might be reasonably requested by the Sterling Blackstone Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partnersthe Blackstone Entities’ systems into the Company’s general ledger and other systems in order to enable the Sterling Blackstone Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board Company’s board of directors (or equivalent governing body) at the same time as provided to the Directors directors (or their equivalent)) of the Company, (v) access to appropriate officers and Directors directors of the Company at such times as may be requested by the Sterling Blackstone Entities, as the case may be, for consultation with each of the Sterling Blackstone Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Blackstone Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Blackstone Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2Sections 3.2 and 3.3, any Sterling Blackstone Entity (and any party receiving Information from a Sterling Blackstone Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Blackstone Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Blackstone Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Blackstone Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Blackstone Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Blackstone Entities, in addition to other information that might be reasonably requested by the Sterling Blackstone Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ the Blackstone Group’s systems into the Company’s general ledger and other systems in order to enable the Sterling Blackstone Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board Company’s board of directors (or equivalent governing body) at the same time as provided to the Directors directors (or their equivalent)) of the Company, (v) access to appropriate officers and Directors directors of the Company at such times as may be requested by the Sterling Blackstone Entities, as the case may be, for consultation with each of the Sterling Blackstone Entities with respect to matters relating to the business and affairs of the Company and its Subsidiariessubsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiariesrespective subsidiaries, and to provide the Sterling Blackstone Entities, with the right to consult with the Company and its Subsidiaries subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.13.1(a), the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Blackstone Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Blackstone Entity (and any party receiving Information from a Sterling Blackstone Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Blackstone Entities without the loss of any such privilege.

Books and Records; Access. The Company Corporation shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company Corporation and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities Apollo Group beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Corporation shall, and shall cause its Subsidiaries to, permit the Sterling Entities Apollo Group and their respective designated representatives, at reasonable times and upon reasonable prior notice to the CompanyCorporation, to inspect, review and/or make copies and extracts from the books and records of the Company Corporation or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company Corporation or any of such Subsidiaries with the officers of the Company Corporation or any such Subsidiary. For so long as the Sterling Entities Apollo Group beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Corporation, upon the written request of any member of the Apollo Group, shall, and shall cause its Subsidiaries to, provide the Sterling EntitiesApollo Group, in addition to other information that might be reasonably requested by the Sterling Entities Apollo Group from time to time, (i) direct access to the CompanyCorporation’s auditors and officers, (ii) the ability to link Sterling PartnersHoldings’ systems into the CompanyCorporation’s general ledger and other systems in order to enable the Sterling Entities Apollo Group to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling EntitiesApollo Group, to be provided within 30 thirty (30) days after the end of each quarter, (iv) copies of all materials provided to the Board of Directors (or equivalent governing bodycommittee of the Board of Directors) at the same time as provided to the Directors directors (or their equivalentmembers of a committee of the Board of Directors), (v) access to appropriate officers and Directors directors of the Company Corporation at such times as may be requested by the Sterling Entities, as the case may be, Apollo Group for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company Corporation and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividendsdividends or distributions, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Articles of incorporation Incorporation or bylaws Bylaws or the comparable governing documents of the Company or any of its Subsidiaries, and to provide the Sterling EntitiesApollo Group, with the right to consult with the Company Corporation and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling EntitiesApollo Group, to be provided within ten (10) days after the end of each quarter and (viii) to the extent otherwise prepared by the CompanyCorporation, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company Corporation and its Subsidiaries (all such information so furnished pursuant to this Section 3.14.1, the “Information”). The Company Corporation agrees to consider, in good faith, the recommendations of the Sterling Entities Apollo Group in connection with the matters on which the Company Corporation is consulted as described above. Subject to Section 3.24.2, any Sterling Entity member of the Apollo Group (and any party receiving Information from a Sterling Entitysuch member of the Apollo Group) who shall receive Information shall maintain the confidentiality of such Information, and the Company Corporation shall not be required to disclose provide such portions of any Information containing attorney-client, work product or similar privileged Information information of the Company Corporation or other information required by the Corporation to be kept confidential pursuant to and in accordance with the terms of any confidentiality agreement with a third Person or applicable law, so long as the Company Corporation has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities Apollo Group without the loss of any such privilegeprivilege or without violating such confidentiality obligation.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Blackstone Entities or the Wellspring Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Blackstone Entities or the Wellspring Entities, as applicable, and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Blackstone Entities or the Wellspring Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Blackstone Entities or the Wellspring Entities, as applicable, in addition to other information that might be reasonably requested by the Sterling such Blackstone Entities or Wellspring Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ the Blackstone Group’s or Wellspring’s systems into the Company’s general ledger and other systems in order to enable the Sterling Blackstone Entities or the Wellspring Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Company’s Board of Directors (or equivalent governing body) at the same time as provided to the Directors (or their equivalent)) of the Company, (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as Blackstone Entities or the case may be, Wellspring Entities for consultation with each of the Sterling Blackstone Entities or the Wellspring Entities with respect to matters relating to the business and affairs of the Company and its Subsidiariessubsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiariesrespective subsidiaries, and to provide the Sterling Entities, Blackstone Entities or the Wellspring Entities with the right to consult with the Company and its Subsidiaries subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Blackstone Entities and the Wellspring Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Blackstone Entity and any Wellspring Entity (and any party receiving Information from a Sterling Blackstone Entity or a Wellspring Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Blackstone Entities and the Wellspring Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Blackstone Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Blackstone Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Blackstone Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Blackstone Entities, in addition to other information that might be reasonably requested by the Sterling Blackstone Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Blackstone Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board Company’s board of directors (or equivalent governing body) at the same time as provided to the Directors directors (or their equivalent)) of the Company, (v) access to appropriate officers and Directors directors of the Company at such times as may be requested by the Sterling Blackstone Entities, as the case may be, for consultation with each of the Sterling Blackstone Entities with respect to matters relating to the business and affairs of the Company and its Subsidiariessubsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiariesrespective subsidiaries, and to provide the Sterling Blackstone Entities, with the right to consult with the Company and its Subsidiaries subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Blackstone Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Blackstone Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Blackstone Entity (and any party receiving Information from a Sterling Blackstone Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Blackstone Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities (x) no EagleTree Designee is then serving as a Director, and (y) EagleTree beneficially own 5owns 3 % or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities Corsair LP and their respective its designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities (x) no EagleTree Designee is then serving as a Director, and (y) EagleTree beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Company, upon the written request of Corsair LP, shall, and shall cause its Subsidiaries to, provide the Sterling EntitiesCorsair LP, in addition to other information that might be reasonably requested by the Sterling Entities Corsair LP from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ Corsair LP’s systems into the Company’s general ledger and other systems in order to enable the Sterling Entities Corsair LP to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling EntitiesCorsair LP, to be provided within 30 45 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing bodycommittee of the Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Board), (v) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling EntitiesCorsair LP, as the case may be, for consultation with each of the Sterling Entities Corsair LP with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Charter or Bylaws or the organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Corsair LP with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling EntitiesCorsair LP, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities Corsair LP in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity Corsair LP (and any party receiving Information from a Sterling EntityCorsair LP) who shall receive Information and shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities Corsair LP without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities (x) no Apollo Designee is then serving as a Director, and (y) TopCo Parent beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Apollo Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities (x) no Apollo Designee is then serving as a Director, and (y) TopCo Parent beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Company, upon the written request of any Apollo Entity, shall, and shall cause its Subsidiaries to, provide the Sterling Apollo Entities, in addition to other information that might be reasonably requested by the Sterling Apollo Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ TopCo Parent’s systems into the Company’s general ledger and other systems in order to enable the Sterling Apollo Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Apollo Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing bodycommittee of the Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Board), (v) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Apollo Entities, as the case may be, for consultation with each of the Sterling Apollo Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Charter or Bylaws or the organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Apollo Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Apollo Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Apollo Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Apollo Entity (and any party receiving Information from a Sterling an Apollo Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Apollo Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the The Company shall, and shall cause its Subsidiaries to, permit the Sterling Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in In addition to other information that might be reasonably requested by the Sterling Principal Stockholder Entities from time to timetime (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officersofficers upon request, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board board of directors (or equivalent governing bodycommittee of the board of directors) at the same time as provided to the Directors directors (or their equivalent)members of a committee of the board of directors) of the Company, (viii) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Entities, as the case may be, Principal Stockholder Entities for consultation with each of the Sterling Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (viiv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws organizational documents of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter actions and (viiiv) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1Subsidiaries. Notwithstanding the foregoing, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Principal Stockholder Entities without the loss of any such privilegeprivilege and notified the Principal Stockholder Entities that such information has not been provided.

Books and Records; Access. The Company shall(a) For a period of seven (7) years after the Closing Date, Purchaser shall preserve and shall retain, or cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company to preserve and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% retain, all corporate, accounting, Tax, legal, auditing or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the other books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant including any documents relating to this Section 3.1any governmental or non-governmental actions, suits, proceedings or investigations) relating to the “Information”). The Company agrees to consider, in good faith, the recommendations conduct of the Sterling Entities business and operations of the Company and its Subsidiaries prior to the Closing Date. Notwithstanding the foregoing, during such seven-year (7-year) period, Purchaser and the Company may dispose of any such books and records which are offered to, but not accepted by, Seller. Purchaser shall not, and shall not permit the Company or its Subsidiaries to, dispose of any such books and records at any time after such seven-year (7-year) period without first offering such books and records to Seller. (b) After the Closing Date, Purchaser shall, and shall cause the Company and its Subsidiaries to, permit Seller and its authorized Representatives to have reasonable access to, and to inspect and copy, all materials referred to in Section 4.09(a) and to meet with officers and employees of Purchaser and the Company and its Subsidiaries on a mutually convenient basis in order to obtain explanations with respect to such materials and to obtain additional information to the extent necessary or useful in connection with any matters referred to in Section 1.03(b), Section 1.04 and any audit, investigation, dispute or litigation, provided, however, that the matters on which Seller shall reimburse the Purchaser for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request. Notwithstanding the foregoing, (i) any such access rights shall be exercised in such manner as not to unreasonably interfere with the normal business operations of the Purchaser or the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Informationits Subsidiaries, and (ii) the Company shall Purchaser may withhold any document (or portions thereof) or information to the extent that (x) it may not be required disclosed as such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to disclose any privileged Information of the Company so long as the Company has used its commercially date hereof; provided, however, that Purchaser shall use reasonable efforts to enter into an arrangement pursuant obtain a waiver of such restriction or otherwise seek to which it may provide access to such information in a manner that does not violate such restriction, or (y) the disclosure would cause the Purchaser or the Company or any of its Subsidiaries to the Sterling Entities without the loss of jeopardize any attorney-client or other legal privilege with respect to such privilegeinformation.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Highstar Capital Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Highstar Capital Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Highstar Capital Entities beneficially own 5% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Highstar Capital Entities, in addition to other information that might be reasonably requested by the Sterling Highstar Capital Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board Company’s board of directors (or equivalent governing body) at the same time as provided to the Directors directors (or their equivalent)) of the Company, (viii) access to appropriate officers and Directors directors of the Company at such times as may be requested by the Sterling Highstar Capital Entities, as the case may be, for consultation with each of the Sterling Highstar Capital Entities with respect to matters relating to the business and affairs of the Company and its Subsidiariessubsidiaries, (viiv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiariesrespective subsidiaries, and to provide the Sterling Highstar Capital Entities, with the right to consult with the Company and its Subsidiaries subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viiiv) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Highstar Capital Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Highstar Capital Entity (and any party receiving Information from a Sterling Highstar Capital Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Highstar Capital Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles, subject to Section 6.3 hereof. For each of the Sponsor Fund and the ABRY Investors, for so long as the Sterling Entities they beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their Sponsor Fund or the ABRY Investors, as applicable, and, in each case, its respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For each of the Sponsor Fund and the ABRY Investors, for so long as the Sterling Entities it beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Company, upon the written request of the Sponsor Fund or the ABRY Investors, shall, and shall cause its Subsidiaries to, provide the Sterling EntitiesSponsor Fund or the ABRY Investors, as applicable, in addition to other information that might be reasonably requested by the Sterling Entities Sponsor Fund or the ABRY Investors, as applicable, from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, reports to be provided within 30 45 days after the end of each quarter, (iviii) copies of all materials provided to the Board (or equivalent governing bodycommittee of the Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Board), (viv) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling EntitiesSponsor Fund or the ABRY Investors, as applicable, as the case may be, for consultation with each of the Sterling Entities Sponsor Fund or the ABRY Investors, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (viv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Charter or Bylaws or the organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling EntitiesSponsor Fund or the ABRY Investors, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions, (viivi) flash data, in a format to be prescribed by the Sterling Entities, data to be provided within ten days after the end of each quarter and (viiivii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.16.1, the “Information”); provided, that each of the Sponsor Fund and the ABRY Investors may waive, in their sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 6.1 at any time. The Company agrees to consider, in good faith, the recommendations of the Sterling Entities Sponsor Fund or the ABRY Investors in connection with the matters on which the Company is consulted as described above. Subject to Section 3.26.2, any Sterling Entity Affiliate of the Sponsor Fund or the ABRY Investors (and any party receiving Information from a Sterling Entitythe Sponsor Fund or the ABRY Investor) who shall receive Information shall maintain the confidentiality of such InformationInformation in accordance with Section 6.3, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities Sponsor Fund and the ABRY Investors without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as (x) no Apollo Nominee is then serving as a Director, and (y) the Sterling Entities Apollo Stockholder beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Apollo Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as (x) no Apollo Nominee is then serving as a Director, and (y) the Sterling Entities Apollo Stockholder beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Company, upon the written request of any Apollo Entity, shall, and shall cause its Subsidiaries to, provide the Sterling Apollo Entities, in addition to other information that might be reasonably requested by the Sterling Apollo Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ the Apollo Stockholder’s systems into the Company’s general ledger and other systems in order to enable the Sterling Apollo Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Apollo Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing bodycommittee of the Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Board), (v) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Apollo Entities, as the case may be, for consultation with each of the Sterling Apollo Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Charter or Bylaws or the organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Apollo Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Apollo Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Apollo Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Apollo Entity (and any party receiving Information from a Sterling an Apollo Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Apollo Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the The Company shall, and shall cause its Subsidiaries to, (a) permit the Sterling Shareholder Entities and their respective designated representativesrepresentatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, Subsidiary and shall cause its Subsidiaries to, (b) provide the Sterling Shareholder Entities, in addition to other information that might be reasonably requested by the Sterling such Shareholder Entities from time to timetime (including, without limitation, information provided to the Shareholder Entities in a manner consistent with past practice), (i) direct access to the Company’s auditors and officers, (ii) month-end reports, in a format to be prescribed by the ability Shareholder Entities, to link Sterling Partners’ systems into be provided within 10 days after the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basisend of each month or as soon thereafter as practicable, (iii) quarter-end reports, in a format to be prescribed by the Sterling Shareholder Entities, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the Company and its subsidiaries, (v) copies of all materials provided to the Company’s Board of Directors (or equivalent governing body) at the same time as provided to the Directors (or their equivalent)) of the Company, (vvi) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, Shareholder Entities for consultation with each of the Sterling Shareholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vivii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the articles of association, certificate of incorporation incorporation, bylaws or bylaws other organizational document of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Shareholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (viiviii) flash data, in a format to be prescribed by the Sterling Shareholder Entities, to be provided within ten 15 days after the end of each quarter or as soon thereafter as practicable and (viiiix) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Shareholder Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.23.5, any Sterling Shareholder Entity (and any party receiving Information from a Sterling Shareholder Entity) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, and that the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Shareholder Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the The Company shall, and shall cause its Subsidiaries to, permit the Sterling Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in In addition to other information that might be reasonably requested by the Sterling Principal Stockholder Entities from time to timetime (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officersofficers upon request, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board board of directors (or equivalent governing bodycommittee of the board of directors) at the same time as provided to the Directors directors (or their equivalent)members of a committee of the board of directors) of the Company, (viii) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Entities, as the case may be, Principal Stockholder Entities for consultation with each of the Sterling Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (viiv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws organizational documents of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter actions and (viiiv) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1Subsidiaries. Notwithstanding the foregoing, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Principal Stockholder Entities without the loss of any such privilege.such

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities (x) no Apollo Designee is then serving as a Director, and (y) TopCo Parent beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Apollo Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities (x) no Apollo Designee is then serving as a Director, and (y) TopCo Parent beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Company, upon the written request of any Apollo Entity, shall, and shall cause its Subsidiaries to, provide the Sterling Apollo Entities, in addition to other information that might be reasonably requested by the Sterling Apollo Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ TopCo Parent’s systems into the Company’s general ledger and other systems in order to enable the Sterling Apollo Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Apollo Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing bodycommittee of the Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Board), (v) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Apollo Entities, as the case may be, for consultation with each of the Sterling Apollo Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Charter or Bylaws or the organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Apollo Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Apollo Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Apollo Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Apollo Entity (and any party receiving Information from a Sterling an Apollo Entity) who Doc#: US1:11493800v16 shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Apollo Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the The Company shall, and shall cause its Subsidiaries to, (a) permit the Sterling Shareholder Entities and their respective designated representativesrepresentatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, Subsidiary and shall cause its Subsidiaries to, (b) provide the Sterling Shareholder Entities, in addition to other information that might be reasonably requested by the Sterling such Shareholder Entities from time to timetime (including, without limitation, information provided to the Shareholder Entities in a manner consistent with past practice), (i) direct access to the Company’s auditors and officers, (ii) month-end reports, in a format to be prescribed by the ability Shareholder Entities, to link Sterling Partners’ systems into be provided within 10 days after the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basisend of each month or as soon thereafter as practicable, (iii) quarter-end reports, in a format to be prescribed by the Sterling Shareholder Entities, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the Company and its subsidiaries, (v) copies of all materials provided to the Company’s Board of Directors (or equivalent governing body) at the same time as provided to the Directors (or their equivalent)) of the Company, (vvi) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, Shareholder Entities for consultation with each of the Sterling Shareholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.,

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the The Company shall, and shall cause its Subsidiaries to, permit the Sterling Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in In addition to other information that might be reasonably requested by the Sterling Principal Stockholder Entities from time to timetime (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officersofficers upon request, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board board of directors (or equivalent governing bodycommittee of the board of directors) at the same time as provided to the Directors directors (or their equivalent)members of a committee of the board of directors) of the Company, (viii) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Entities, as the case may be, Principal Stockholder Entities for consultation with each of the Sterling Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (viiv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws organizational documents of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter actions and (viiiv) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries Subsidiaries. Notwithstanding the foregoing, or anything else to the contrary contained herein, (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entityx) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information information of the Company so long as the Company has used its commercially reasonable best efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Principal Stockholder Entities without the loss of any such privilegeprivilege and notified the Principal Stockholder Entities that such information has not been provided and (y) all of the rights of the Pamplona Investor Entities and the Wynnchurch Investor Entities, as applicable, under this Section 3.1 shall terminate when the Pamplona Investor Entities or the Wynnchurch Investor Entities, as applicable, no longer collectively beneficially own at least five percent (5)% of the outstanding shares of Common Stock.

Books and Records; Access. The Company shallAfter the Closing Date, Parent and shall cause its Subsidiaries toSeller will afford to Buyer and Buyer’s Representatives, keep proper booksduring normal business hours, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice request, reasonable access to the Company, to review the books and records of the Company or any of such Subsidiaries Parent and Seller pertaining to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities Companies and the Subsidiaries (unless in the good faith belief of Parent such access will conflict with respect to matters relating to the business and affairs interests of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company Parent or any of its Subsidiariessubsidiaries or shall materially interfere with the normal operations of the business of Parent or its subsidiaries). Notwithstanding the foregoing or any other provision in this Agreement, and to provide neither the Sterling Entities, with Buyer nor any of its Affiliates shall have the right to consult with receive or obtain any information relating to Taxes or Returns of the Company Parent, Seller, any of their Affiliates, or any of their predecessors other than information relating solely to any of its Companies and its Subsidiaries with respect the Subsidiaries. After the Closing Date, Buyer will cause the Companies to such actions, (vii) flash data, in a format to be prescribed by hold all of the Sterling Entities, to be provided within ten days after the end books and records of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company Companies and its the Subsidiaries (all such information so furnished pursuant existing on the Closing Date in accordance with Buyer’s retention policies in effect from time to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity time (and any party receiving Information applied to Buyer’s representations generally) for a period of not less than two years from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such InformationClosing Date and, and the Company shall not be required if it thereafter proposes to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss destroy or dispose of any such privilegebooks and records, to offer first in writing at least 60 days prior to such proposed destruction or disposition to surrender them to Parent or Seller at the sole expense of Parent and Seller. After the Closing Date, Buyer will cause each of the Companies and the Subsidiaries to afford Parent and Seller and their accountants and counsel, during normal business hours, upon reasonable request, reasonable access to the books and records of each of the Companies and the Subsidiaries (unless in the good faith belief of Buyer such access will conflict with the business interests of Buyer or any of its subsidiaries or shall materially interfere with the normal operations of the business operations of the business of Buyer or its subsidiaries). Notwithstanding the foregoing or any other provision in this Agreement, neither the Parent nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes or Returns of the Buyer, Seller, any of their Affiliates, or any of their predecessors other than information relating solely to any of its Companies and the Subsidiaries.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles, subject to Section 4.3 hereof. For each of the Seller Stockholder and the Sponsor Stockholder, (a) in the case of the Seller Stockholder, for so long as the Sterling Entities beneficially own 5% or more Seller Stockholder has the right to nominate a Seller Nominee, and (b) in the case of the Company’s then outstanding voting securitiesSponsor Stockholder, for so long as the Sponsor Stockholder has the right to nominate a Sponsor Nominee, the Company shall, and shall cause its Subsidiaries to, (A) permit the Sterling Entities and their Seller Stockholder or the Sponsor Stockholder, as applicable, and, in each case, its respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as Subsidiary and (B) upon the Sterling Entities beneficially own 5% or more written request of the Company’s then outstanding voting securities, Seller Stockholder or the Company shall, and shall cause its Subsidiaries toSponsor Stockholder, provide the Sterling EntitiesSeller Stockholder or the Sponsor Stockholder, as applicable, in addition to other information that might be reasonably requested by the Sterling Entities Seller Stockholder or the Sponsor Stockholder, as applicable, from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, reports to be provided within 30 45 days after the end of each quarter, (iviii) copies of all materials provided to the Company Board (or equivalent governing bodycommittee of the Company Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Company Board), (viv) access to appropriate officers and Directors of the Company and its Subsidiaries at such times as may be requested by the Sterling EntitiesSeller Stockholder or the Sponsor Stockholder, as applicable, as the case may be, for consultation with each of the Sterling Entities Seller Stockholder or the Sponsor Stockholder, as applicable, with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (viv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Certificate of incorporation Incorporation or bylaws Bylaws or the organizational documents of the Company or any of its Subsidiaries, and to provide the Sterling EntitiesSeller Stockholder or the Sponsor Stockholder, as applicable, with the right to consult with the Company and its Subsidiaries with respect to such actions, (viivi) flash data, in a format to be prescribed by the Sterling Entities, data to be provided within ten days after the end of each quarter and (viiivii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.14.1, the “Information”); provided, that each of the Seller Stockholder and the Sponsor Stockholder may waive, in their sole discretion, in whole or in part, any right to receive all or any portion of the Information contemplated by this Section 4.1 at any time. The Company agrees to consider, in good faith, the recommendations of the Sterling Entities Seller Stockholder or the Sponsor Stockholder in connection with the matters on which the Company is consulted as described above. Subject to Section 3.24.2, any Sterling Entity Affiliate of the Seller Stockholder or the Sponsor Stockholder (and any party receiving Information from a Sterling Entitythe Seller Stockholder or the Sponsor Stockholder) who shall receive Information shall maintain the confidentiality of such InformationInformation in accordance with Section 4.3, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities Seller Stockholder and the Sponsor Stockholder without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities (a) no Genstar Designee is then serving as a Director, and (b) Genstar Parent beneficially own 5owns 10% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Genstar Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities (i) no Genstar Designee is then serving as a Director, and (ii) Genstar Parent beneficially own 5owns 10% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Company, upon the written request of any Genstar Entity, shall, and shall cause its Subsidiaries to, provide the Sterling Genstar Entities, in addition to other information that might be reasonably requested by the Sterling Genstar Entities from time to time, (iA) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iiiB) quarter-end reports, in a format to be prescribed by the Sterling Genstar Entities, to be provided within 30 days after the end of each quarter, (ivC) copies of all materials provided to the Board (or equivalent governing bodycommittee of the Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Board), (vD) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Genstar Entities, as the case may be, for consultation with each of the Sterling Genstar Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (viE) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Charter or Bylaws or the organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Genstar Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (viiF) flash data, in a format to be prescribed by the Sterling Genstar Entities, to be provided within ten days after the end of each quarter and (viiiG) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Genstar Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Genstar Entity (and any party receiving Information from a Sterling an Genstar Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information Information to the Sterling Genstar Entities without the loss of any such privilege.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as (x) no A-A OP Designee is then serving as a Director, and (y) the Sterling Entities Holder beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Sponsor Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as (x) no A-A OP Designee is then serving as a Director, and (y) the Sterling Entities Holder beneficially own 5owns 3% or more of the Company’s then outstanding voting securitiesshares of Common Stock, the Company Company, upon the written request of any Sponsor Entity, shall, and shall cause its Subsidiaries to, provide the Sterling Sponsor Entities, in addition to other information that might be reasonably requested by the Sterling Sponsor Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ the Holder’s systems into the Company’s general ledger and other systems in order to enable the Sterling Sponsor Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Sponsor Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing bodycommittee of the Board) at the same time as provided to the Directors (or their equivalentmembers of a committee of the Board), (v) access to appropriate officers and Directors directors of the Company and its Subsidiaries at such times as may be requested by the Sterling Sponsor Entities, as the case may be, for consultation with each of the Sterling Sponsor Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate Charter or Bylaws or the organizational documents of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, Sponsor Entities with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Sponsor Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Sponsor Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Sponsor Entity (and any party receiving Information from a Sterling an Sponsor Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Sponsor Entities without the loss of any such privilege.

Books and Records; Access. The (a) For a period of seven (7) years after the Closing Date, Purchaser shall preserve and retain, or cause the Acquired Companies to preserve and retain, all corporate, accounting, Tax, legal, auditing or other books and records of the Acquired Companies (including any documents relating to any governmental or non-governmental actions, suits, proceedings or investigations) relating to the conduct of the business and operations of the Acquired Companies prior to the Closing Date. Notwithstanding the foregoing, during such seven-year (7-year) period, Purchaser and the Company may dispose of any such books and records which are offered to, but not accepted by, Parent. Purchaser shall not, and shall not permit the Acquired Companies to, dispose of any such books and records at any time after such seven-year (7-year) period without first offering such books and records to Parent. After the Closing Date, Purchaser shall, and shall cause its Subsidiaries the Acquired Companies to, keep proper booksprovide to Parent, access to all corporate, accounting, Tax, legal, auditing or other books and records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as Acquired Companies (including any documents relating to any governmental or non-governmental actions, suits, proceedings or investigations) relating to the Sterling Entities beneficially own 5% or more conduct of the Company’s then outstanding voting securitiesbusiness and operations of the Acquired Companies prior to the Closing Date. (b) After the Closing Date, the Company Purchaser shall, and shall cause its Subsidiaries the Acquired Companies to, permit the Sterling Entities Parent and their respective designated representativesits authorized Representatives to have reasonable access to, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss inspect and copy, all materials referred to in Section 4.10(a) and to meet with officers and employees of Purchaser and the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems Acquired Companies on a mutually convenient basis in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries obtain explanations with respect to such actions, (vii) flash data, in a format materials and to be prescribed by the Sterling Entities, obtain additional information and to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all call such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted officers as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilegewitnesses.

Books and Records; Access. The Company shall(a) For a period of seven (7) years after the Closing Date, Xxxx shall preserve and shall retain, or use commercially reasonable efforts to cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company to preserve and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% retain, all corporate, accounting, Tax, legal, auditing or more of the Company’s then outstanding voting securities, the Company shall, other Books and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows Records of the Company and its Subsidiaries (all such information so furnished pursuant including any documents relating to this Section 3.1any governmental or non-governmental actions, suits, proceedings or investigations) relating to the “Information”). The Company agrees to consider, in good faith, the recommendations conduct of the Sterling Entities in connection with the matters on which business and operations of the Company is consulted as described aboveand its Subsidiaries prior to the Closing Date. Subject to Section 3.2Notwithstanding the foregoing, any Sterling Entity during such seven-year (and any party receiving Information from a Sterling Entity7-year) who shall receive Information shall maintain the confidentiality of such Informationperiod, Xxxx and the Company may dispose of any such Books and Records if the Purchaser Representative first offers the Books and Records to Seller in writing and Seller thereafter notifies the Purchaser Representative in writing that it wishes to reject such offer. Xxxx shall not, and shall use commercially reasonable efforts to not permit the Company or its Subsidiaries to, dispose of any such Books and Records at any time after such seven-year (7-year) period without first offering the Books and Records to Seller in writing at least sixty (60) days prior to such disposal. After the Closing Date, Xxxx shall, and shall use commercially reasonable efforts to cause the Company and its Subsidiaries to, provide to Seller all corporate, accounting, Tax, legal, auditing or other Books and Records of the Company and its Subsidiaries (including any documents relating to any governmental or non-governmental actions, suits, proceedings or investigations) relating to the conduct of the business and operations of the Company and its Subsidiaries prior to the Closing Date. (b) After the Closing Date, Xxxx shall, and shall use commercially reasonable efforts to cause the Company and its Subsidiaries to, permit Seller and its authorized Representatives to have reasonable access to, and to inspect and copy, the Books and Records, and to meet with officers and senior-level employees of Xxxx and the Company and its Subsidiaries on a mutually convenient basis in order to obtain explanations with respect to such materials and to obtain additional information; provided, however, that any such access shall be conducted at Seller’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the business of the Company; further provided, that neither the Company nor any of its Subsidiaries shall be required to disclose any privileged Information of information to Seller if such disclosure would, in the Company’s or the Purchaser Representative’s reasonable judgment, be reasonably likely to: (i) cause significant competitive harm to the Company so long as or its Subsidiaries, (ii) result in loss of any attorney-client or other legal privilege; or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Company has date hereof; provided that the Purchaser Representative shall have used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide obtain applicable consents or disclose such information to the Sterling Entities without the loss of any in a way that would not violate such privilegeLaw, duty or agreement or lose such protection.

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the The Company shall, and shall cause its Subsidiaries to, (a) permit the Sterling Entities and their respective designated representatives, Information Parties at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, Subsidiary and shall cause its Subsidiaries to, (b) provide the Sterling EntitiesInformation Parties, in addition to other information that might be reasonably requested by the Sterling Entities such Information Parties from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, reports to be provided within 30 sixty (60) days after the end of each quarter (provided that the Company’s timely filing of a quarterly report on Form 10-Q with respect to such quarter with the U.S. Securities & Exchange Commission shall satisfy this quarter-end report obligation), (iii) the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), and (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.13.01, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity Information Parties (and any party receiving Information from a Sterling Entitysuch Information Parties) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, and the Company shall not be required pursuant to this Section 3.01 to disclose to any privileged Person any Information of that counsel to the Company so long as or the Board determines in good faith is subject to an attorney-client or other privilege that would potentially be lost or waived through the disclosure of such Information to such person; provided that the Company (x) has used its commercially reasonable efforts to enter into an arrangement arrangements pursuant to which it may provide such information to the Sterling Entities Information Parties without the loss of any such privilege and (y) provides all Information other than the portions thereof which are required to be withheld to protect such privilege.

Books and Records; Access. The Company shallAfter the Closing Date, Parent and shall cause its Subsidiaries toSeller will afford to Buyer and Buyer's Representatives, keep proper booksduring normal business hours, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice request, reasonable access to the Company, to review the books and records of the Company or any of such Subsidiaries Parent and Seller pertaining to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities Companies and the Subsidiaries (unless in the good faith belief of Parent such access will conflict with respect to matters relating to the business and affairs interests of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company Parent or any of its Subsidiariessubsidiaries or shall materially interfere with the normal operations of the business of Parent or its subsidiaries). Notwithstanding the foregoing or any other provision in this Agreement, and to provide neither the Sterling Entities, with Buyer nor any of its Affiliates shall have the right to consult with receive or obtain any information relating to Taxes or Returns of the Company Parent, Seller, any of their Affiliates, or any of their predecessors other than information relating solely to any of its Companies and its Subsidiaries with respect the Subsidiaries. After the Closing Date, Buyer will cause the Companies to such actions, (vii) flash data, in a format to be prescribed by hold all of the Sterling Entities, to be provided within ten days after the end books and records of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company Companies and its the Subsidiaries (all such information so furnished pursuant existing on the Closing Date in accordance with Buyer's retention policies in effect from time to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity time (and any party receiving Information applied to Buyer's representations generally) for a period of not less than two years from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such InformationClosing Date and, and the Company shall not be required if it thereafter proposes to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss destroy or dispose of any such privilegebooks and records, to offer first in writing at least 60 days prior to such proposed destruction or disposition to surrender them to Parent or Seller at the sole expense of Parent and Seller. After the Closing Date, Buyer will cause each of the Companies and the Subsidiaries to afford Parent and Seller and their accountants and counsel, during normal business hours, upon reasonable request, reasonable access to the books and records of each of the Companies and the Subsidiaries (unless in the good faith belief of Buyer such access will conflict with the business interests of Buyer or any of its subsidiaries or shall materially interfere with the normal operations of the business operations of the business of Buyer or its subsidiaries). Notwithstanding the foregoing or any other provision in this Agreement, neither the Parent nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes or Returns of the Buyer, Seller, any of their Affiliates, or any of their predecessors other than information relating solely to any of its Companies and the Subsidiaries.