Common use of Books and Records; Access Clause in Contracts

Books and Records; Access. The Borrower will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists), permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.

Books and Records; Access. The Borrower will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete full, true and accurate entries, in all material respects, correct entries are made of all dealings and transactions in relation to its financial business and business transactions to the extent activities as required by GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists)time, permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.

Books and Records; Access. The Borrower will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete full, true and accurate entries, in all material respects, correct entries are made of all dealings and transactions in relation to its financial business and business transactions to the extent activities as required by GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists)time, permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ ' notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.

Books and Records; Access. The Borrower willFrom and after the Execution Date through the Effective Date: (i) the Company will reasonably cooperate (subject to customary nondisclosure or nonuse agreements) with EIX in (A) making the Company’s records relating to the Company’s business prior to the Effective Date available to EIX and its representatives, attorneys and accountants on an ongoing basis, (B) allowing EIX to make and retain non-privileged copies of such records (including, but not limited to, SAP records) as may reasonably be related to any Assumed Liabilities or otherwise required to implement the terms of this Agreement, and (C) making available its personnel and legal and accounting advisors during regular business hours for that purpose; and (ii) EIX will cause each Significant Subsidiary to, keep proper books of record and account reasonably cooperate (subject to customary nondisclosure or nonuse agreements) with the Company in which complete and accurate entries, in all material respects, are made of its financial and business transactions (A) making EIX records relating to the extent required by GAAPCompany’s business prior to the Effective Date available to the Company and its representatives, attorneys and accountants on an ongoing basis and (B) making available its personnel and legal and accounting advisors during regular business hours for that purpose. The Borrower will, Reorganization Trust shall retain or maintain access to all non-privileged books and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time records (but not to exceed two times in any calendar year unless a Default or an Event of Default exists), permit up to six representatives copies thereof) of the Banks designated Company and the Company Subsidiaries (not including books and records maintained by the Majority Banks, Company for the EMG Subsidiaries under services agreements) related to any Assumed Liabilities or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be otherwise required to disclose implement the terms of this Agreement and shall make such books and records reasonably available to any AgentEIX and its representatives, any Bank or any agents or representatives thereof any information which is attorneys and accountants; provided that the subject Parties acknowledge that the obligations of attorney-client privilege or attorney work-product privilege properly asserted NRG with respect to access to books and records by the applicable Person Reorganization Trust are limited to prevent those set forth in the loss of NRG Agreement and that the Reorganization Trust will have no obligation to maintain access to such privilege books and records not provided for in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third partiesthe NRG Agreement. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default after the Effective Date, the Reorganization Trust may destroy any books and records in its sole discretion, provided that, the Reorganization Trust shall have occurred given EIX no less than 60-days’ prior written notice of its intent to destroy any such books and be continuingrecords, and EIX shall have been provided reasonable opportunity to make copies of or take possession of such books and records at EIX’s sole cost.

Books and Records; Access. The Borrower will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists)time, permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.

Books and Records; Access. The Borrower will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists), permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any the Administrative Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.

Books and Records; Access. The Borrower will, and agrees that Borrower will cause each Significant Subsidiary to, keep proper books of record and account in which maintain a complete and accurate entries, in all material respects, are made set of books and records of its assets, business, financial condition, operations, prospects and business transactions results of operation in accordance with GAAP. Borrower also agrees to maintain complete and accurate records regarding the acquisition, development and operation of the Qualified Properties, including, without limitation, all notices, records, documents and instruments related to the extent Leases. Borrower also agrees that books and records required to be maintained by GAAPBorrower pursuant to this Section 6.2 shall be maintained for a period of time following payment in full of Borrower’s Obligations at least equal to the statute of limitations period within which Lenders would be entitled to commence an action with respect to the Obligations. The During normal business hours upon reasonable advance notice and subject to the rights of the Tenants under the Leases, Borrower willwill give representatives of Administrative Agent access to the Collateral and Borrower’s books, records and documents relating to the Collateral and will permit such representatives to inspect such Collateral and to audit, copy, examine and make excerpts from such books, records and documents; provided, however, such visits shall (a) not occur when any independent auditors are conducting an audit of any member of the Consolidated Group (provided, Administrative Agent’s representatives shall be entitled to inspect a Collateral site so long as such auditors are not conducting any such audit at such Collateral site), and will cause each (b) subject to the rights of its Significant Subsidiaries tothe Tenants, at not materially disrupt the operations of any reasonable time and from time to time (but Tenant. Borrower shall not to exceed two times be responsible for any costs or expenses for more than one visit in any calendar year unless a Default or such visit is performed during the continuance of an Event of Default exists), permit up to six representatives of the Banks designated Default. Upon reasonable request by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make Borrower will also provide Administrative Agent with copies of the reports, documents, agreements and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access other instruments described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuingthis Section 6.2.

Books and Records; Access. The Following ten (10) Business Days prior written notice, each Borrower will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists), permit up to six representatives of the Banks designated by the Majority Banks, or representatives of shall give the Administrative Agent, on not less than five Business Days’ noticethe Lenders, to examine and make copies or any of and abstracts from the records and books of account ofthem, access during ordinary business hours to, and visit permit such person to examine, copy, or make excerpts from, any and all books, records, and documents in the possession of such Borrower and relating to their affairs, and to inspect any of the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of to discuss its Significant Subsidiaries affairs, finances and condition with their respective its officers and independent certified public accountants (accountants; provided that, so long as no Default or Event that representative of Default the Borrowers shall have occurred and be continuing, the Borrower shall have the given reasonable opportunity to be present at for any such discussion discussions with such independent certified public accountants. 99 00000000 (a) the Borrowers shall fail to pay when due any (i) principal of the Obligations, including, without limitation, any failure to pay any amount required under Section 3.5(b); subjector (ii) interest on the Obligations or any fee, howeverexpense, indemnity or other payment required hereunder, or under any other Loan Document, including, without limitation, payment of cash for deposit as Cash Collateral under Section 2.8(h), and such failure under this Section 10.1(a)(ii) shall continue for three (3) Business Days following the date the Administrative Agent notifies the Borrowers in writing of such failure; (b) any representation or warranty made or deemed made by or on behalf of the Borrowers (in each case, as applicable) under this Credit Agreement, or any of the other Loan Documents executed by any one or more of them, or in any certificate or statement furnished or made to the Administrative Agent or Lenders or any one of them by the Borrowers (in each case, as applicable) pursuant hereto, in all cases to connection herewith or with the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; providedLoans, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none any of the conditions precedent other Loan Documents, shall prove to be untrue or inaccurate in any material respect (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall prove be untrue and inaccurate in all respects) as of the date on which such representation or warranty is made and the adverse effect of the failure of such representation or warranty shall not have been cured within thirty (30) days after the earlier of: (i) written notice thereof has been given by the Administrative Agent to the exercise Borrowers or (ii) a Responsible Officer of a Borrower obtains actual knowledge thereof; (c) default shall occur in the performance of: (i) any of the right covenants or agreements contained herein (other than the covenants contained in Sections 3.5(b), 8.1, and Sections 9.1 through 9.22) by the Borrowers; or (ii) the covenants or agreements of access described the Borrowers contained in any other Loan Documents executed by such Person, and, if such default is susceptible to cure, such default shall continue uncured to the satisfaction of the Administrative Agent for a period of thirty (30) days after the earlier of: (x) written notice thereof has been given by the Administrative Agent to the Borrowers or (y) a Responsible Officer of a Borrower obtains actual knowledge thereof; (d) default shall occur in the preceding sentence that relate performance of any of the covenants or agreements of any Borrower contained in Section 3.5(b), or any one of Sections 9.1 through 9.4, Section 9.6, Section 9.8, Section 9.9, Section 9.11 through 9.15 or Section 9.17 through 9.22; (e) default shall occur in the performance of Section 8.1, Section 9.5, Section 9.7, Section 9.10 and Section 9.16 and such default shall continue uncured for five (5) Business Days after the earlier of: (x) written notice thereof has been given by the Administrative Agent to notice requirements the Borrowers or limitations on the Persons permitted to exercise such right shall apply at any time when (y) a Default or an Event Responsible Officer of Default shall have occurred and be continuing.a Borrower obtains actual knowledge thereof; 108 55297837

Books and Records; Access. (a) Promptly but in no event more than 30 days after the Closing Date, Representatives of the Purchaser shall review all Books and Records in the Seller’s or its Affiliates’ control with the aim of the Seller and its Affiliates delivering to the custody of the Purchaser all Transferred Books and Records. The Borrower will, parties acknowledge and will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions agree that (i) to the extent any such Books and Records contain information that relates to any product other than the Products or to any business of Seller and its Affiliates other than the research, development, formulating manufacturing, packaging, labeling and storing of Products or API or the distribution, marketing, sale, promotion, importation or use of Products or API in the Territory, such Books and Records shall be redacted to delete such information and (ii) to the extent that any such Transferred Books and Records contain information necessary to permit Seller to perform its obligations under the Manufacturing and Supply Agreements or to make any required filings and respond to any potential inquiry or audit with any Government Authority, including the FDA and the IRS, Seller may retain copies of such Transferred Books and Records until (i) the Manufacturing and Supply Agreements have expired or terminated and (ii) Seller has satisfied all requirements with relevant Government Authorities. Seller shall have the right to retain copies of such Transferred Books and Records, as applicable, in connection with the performance of its obligations under the Manufacturing and Supply Agreements and as required to satisfy its ongoing obligations with relevant Government Authorities; provided that Purchaser shall be provided with access during normal business hours, upon reasonable notice and in a manner that does not unreasonably interfere with the conduct of Seller’s business to any and all such temporarily retained Transferred Books and Records. (b) For a period of at least five years following the termination of the Manufacturing and Supply Agreement, unless otherwise consented to in writing by GAAP. The Borrower willthe Purchaser, the Seller shall not, and will cause each shall not permit any of its Significant Subsidiaries Affiliates to, at destroy or otherwise dispose of any reasonable time original Books and from time Records in their possession relating to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists)the Transferred Assets, permit up to six representatives the Assumed Liabilities, the formulating, manufacturing, packaging, labeling and storing of the Banks designated by Products or the Majority Banksmarketing, or representatives distribution and/or sale of the Administrative AgentProducts in the Territory without first offering to surrender such Books and Records to the Purchaser, on and shall maintain such Books and Records in accordance with past practice and in a location consistent with the historical location of such Books and Records. For a period of five years following the termination of the Manufacturing and Supply Agreement, upon reasonable prior notice, the Seller shall, and shall cause it Affiliates to, afford the Purchaser or its Representatives reasonable access during normal business hours, in a manner that does not less than five Business Days’ noticeunreasonably interfere with the conduct of Seller’s business, to examine and make copies copy such Books and Records and other materials, including regulatory files, in the possession of and abstracts from the records and books Seller or any of account of, and visit its Affiliates related to the properties ofTransferred Assets, the Borrower Assumed Liabilities, the formulating, manufacturing, packaging, labeling and each Significant Subsidiary and to discuss the general business affairs storing of the Borrower and each Products and/or the marketing, distribution or sale of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided thatthe Products in the Territory, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases well as to the imposition employees of such conditions as the Borrower Seller or its Affiliates with knowledge of the relevant matter, for any commercially reasonable purpose related to (i) the formulating, manufacturing, packaging, labeling and each storing of its Significant Subsidiaries shall deem necessary based on reasonable considerations the Products for sale in the Territory or the marketing, distribution and/or sale of safety and securitythe Products in the Territory, (ii) any Assumed Liability, (iii) any Product Liability Claim or Recall arising out of the sale of Products in the Territory, or (iv) any other matter subject to indemnification or reimbursement pursuant to this Agreement; provided, however, that neither to the Borrower nor extent any of its Significant Subsidiaries shall be required to disclose such Books and Records contain information that relates to any Agent, product other than the Products or to any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding matter other than the foregoing, none of the conditions precedent such Books and Records shall be redacted to delete such information; provided, however, that to the exercise extent any such Books and Records contain information that relates to any product other than the Products or to any matter other than the foregoing, such Books and Records shall be redacted to delete such information; provided, further that Purchaser shall reimburse Seller for any out-of-pocket costs incurred by Seller and its Affiliates in complying with this Section 10, and to the extent such compliance requires in excess of the right ten (10) hours of access described Seller or Subsidiary personnel time, in the preceding sentence that relate aggregate, in any week, Seller shall be entitled to notice requirements or limitations on invoice Purchaser, and Purchaser shall pay, for the Persons permitted to exercise reasonable value of such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuingtime.

Books and Records; Access. The Borrower Each Loan Party will, and the Borrower will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP. The Borrower Each Loan Party will, and will cause each of its Significant Subsidiaries Subsidiary to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists), permit up to six representatives (with respect to all Loan Parties) of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower Loan Parties and each such Significant Subsidiary and to discuss the general business affairs of the Borrower Loan Parties and each of its such Significant Subsidiaries Subsidiary with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower Loan Parties shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower Loan Parties and each of its Significant Subsidiaries Subsidiary shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower any Loan Party nor any of its Significant Subsidiaries Subsidiary shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.

Books and Records; Access. The Borrower Company will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP. The Borrower Company will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists), permit up to six representatives of each holder of Notes that is an Institutional Investor, at the Banks designated by the Majority Banks, or representatives expense of the Administrative Agentsuch Person, on not less than five Business Daysdays’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower Company and each Significant Subsidiary and to discuss the general business affairs of the Borrower Company and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower Company shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower Company and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower Company nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank the holders of Notes or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.