Common use of Books and Records; Examination Clause in Contracts

Books and Records; Examination. (a) Maintain or cause to be maintained at all times true and complete books and records of its financial operations (which shall be in accordance with GAAP) and provide the Administrative Agent and its representatives (and after the occurrence and during the continuance of an Event of Default and with reasonable coordination, the Lenders and their representatives) access to such books and records and to any of its properties or assets upon reasonable advance notice to the applicable Borrower (unless an Event of Default shall have occurred and be continuing, in which case no such notice shall be required) and during regular business hours (and, unless an Event of Default shall have occurred and be continuing, with no more frequency than one time per calendar year) in order that the Administrative Agent (and the Lenders, if applicable) may make such audits and examinations of, and make abstracts from such books, accounts, records and other papers pertaining to, the Collateral, the Receivables Administrative Agent Collateral, and/or the Pledged Collateral, and upon reasonable advance notification to the applicable Borrower, permit the Administrative Agent or its representatives (and after the occurrence and during the continuance of an Event of Default and with reasonable coordination, the Lenders and their representatives) to discuss (during regular business hours) the affairs, finances and accounts with, and be advised as to the same by, officers and independent accountants, all as the Administrative Agent (or the Lenders, if applicable) may reasonably deem appropriate for the purpose of verifying the accuracy of each report delivered by such Borrower to the Administrative Agent, and/or the Lenders pursuant to this Credit Agreement or for otherwise ascertaining compliance with the Transaction Documents. (b) At the expense of the applicable Borrower, cause field audits to be completed at the Administrative Agent’s request (during normal business hours of and upon reasonable advance notice to such Borrower and no more often than once per year, unless an Event of Default shall have occurred and be continuing, in which case (i) no such notice shall be required and (ii) there shall be no limitation on the number of field audits that may be conducted); provided that, at any time no Event of Default shall have occurred and be continuing, the aggregate costs and expenses of all Borrowers under this Section 5.7 shall not exceed $50,000 in any calendar year.

Books and Records; Examination. (a) Maintain or cause to be maintained at all times true and complete books and records of its financial operations (which shall be in accordance with GAAP) and provide the Administrative Agent and its representatives (and after the occurrence and during the continuance of an Event of Default and with reasonable coordination, the Lenders and their representatives) access to such books and records and to any of its properties or assets upon reasonable advance notice to the applicable Borrower Credit Party no more than one (1) time per year (unless an Event of Default shall have occurred and be continuing, in which case no such notice shall be requiredrequired and no such limit shall apply) and during regular business hours (and, unless an Event and in a manner so as not to disrupt the business operations of Default shall have occurred and be continuing, with no more frequency than one time per calendar year) the Borrower or any Credit Party in order that the Administrative Agent (and the Lenders, if applicable) its representatives may make such audits and examinations of, and make abstracts from such books, accounts, records and other papers pertaining to, the Collateral, the Receivables Administrative Agent Collateral, and/or the Pledged Collateral, and upon reasonable advance notification to the applicable Credit Parties and subject to any party not then bound by a confidentiality agreement to entering into a confidentiality agreement in a form reasonably acceptable to the Borrower, permit the Administrative Agent or its representatives (and after the occurrence and during the continuance of an Event of Default and with reasonable coordination, the Lenders and their representatives) to discuss (during regular business hours) the affairs, finances and accounts with, and be advised as to the same by, officers Authorized Officers and independent accountants, all as the Administrative Agent (or the Lenders, if applicable) may reasonably deem appropriate for the purpose of verifying the accuracy of each report delivered by such Borrower any Credit Party to the Administrative Agent, Agent and/or the Lenders pursuant to this Credit Agreement or for otherwise ascertaining compliance with the Transaction Fundamental Documents. (b) At If, at any time when no Event of Default has occurred and is continuing, the expense Administrative Agent wishes to confirm with account debtors and other payors the amounts and terms of a reasonable number of receivables of any Credit Party, the applicable BorrowerAdministrative Agent will so notify the Credit Parties. The Administrative Agent agrees to have such confirmation made through the Credit Parties’ auditors. If for any reason such auditors fail to proceed with the confirmations in a timely manner, cause field audits to be completed at after a cure period of ten (10) Business Days from receipt of notice from the Administrative Agent’s request (during normal business hours of , the Administrative Agent may proceed to make such confirmations directly with account debtors and upon reasonable advance other payors after prior written notice to such Borrower and no the Borrower. The Administrative Agent agrees that it shall not exercise the foregoing rights more often than once per year, year unless (i) an Event of Default shall have occurred and be continuing, in which case (i) no such notice shall be required and continuing or (ii) there the Administrative Agent shall have a valid credit concern with respect to the Facility or the applicable account debtor. Each of the Credit Parties hereby agrees that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be no limitation on the number of field audits that may be conducted); provided that, at any time no Event of Default shall have occurred entitled to confirm directly with account debtors and be continuingother payors, the aggregate costs amounts and expenses terms of all Borrowers under this Section 5.7 shall not exceed $50,000 in any calendar yearaccounts receivable of the Credit Parties.

Books and Records; Examination. (a) Maintain or cause to be maintained at all times true and complete books and records of its financial operations (which shall be in accordance with GAAP) and provide the Administrative Agent and its representatives (and any time after the occurrence and during the continuance of an Event of Default shall have occurred and with reasonable coordinationbe continuing, the Lenders and their representativesLenders) access to such books and records and to any of its properties or assets upon reasonable advance notice to the applicable Borrower (which may be delivered telephonically) and during regular business hours (in each case unless an Event of Default shall have occurred and be continuing, in which case no such notice limitations shall be required) and during regular business hours (and, unless an Event of Default shall have occurred and be continuing, with no more frequency than one time per calendar yearapply) in order that the Administrative Agent (and the Lenders, if as applicable) may make such audits and examinations of, and make abstracts from from, such books, accounts, records and other papers pertaining to, to the Collateral, the Receivables Administrative Agent Collateral, and/or the Pledged Collateral, and upon reasonable advance notification to the applicable BorrowerCredit Party, permit the Administrative Agent or and its representatives (and any time after the occurrence and during the continuance of an Event of Default shall have occurred and with reasonable coordinationbe continuing, the Lenders and their representativesLenders) to discuss (during regular business hours) the affairs, finances and accounts with, and be advised as to the same by, such Credit Party’s officers and independent accountants, all as the Administrative Agent (or the Lenders, if applicable) may reasonably deem appropriate for the purpose of verifying the accuracy of each report delivered by such Borrower to the Administrative Agent, Agent and/or the Lenders pursuant to this Credit Agreement or for otherwise ascertaining compliance with the Transaction Fundamental Documents. (b) At the expense of the applicable Borrower; provided, cause field audits to be completed at the Administrative Agent’s request (during normal business hours of and upon reasonable advance notice to such Borrower and no more often than once per yearhowever, unless an Event of Default shall have occurred and be continuing, in which case that (i) no such notice shall be required and (ii) there shall be no limitation on the number of field audits that may be conducted); provided that, at any time if no Event of Default shall have occurred and be continuing, no more than one such visit shall occur in any twelve (12) month period and (ii) any such visit conducted by the aggregate costs Lenders (as opposed to the Administrative Agent) shall be coordinated through the Administrative Agent. (b) If at any time when no Event of Default has occurred and expenses is continuing, the Administrative Agent wishes to confirm with account debtors and other payors the amounts and terms of any or all receivables of any Credit Party, the Administrative Agent will so notify such Credit Party. The Administrative Agent agrees to have such confirmation made through the Credit Parties’ auditors. If for any reason such auditors fail to proceed with the confirmations in a timely manner, the Administrative Agent may proceed to make such confirmations directly with account debtors and other payors after prior written notice to the Borrower. Each of the Credit Parties hereby agrees that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to confirm directly with account debtors and other payors, the amounts and terms of all Borrowers under this Section 5.7 shall not exceed $50,000 in any calendar yearaccounts receivable of the Credit Parties.

Books and Records; Examination. (a) Maintain or cause to be maintained at all times true and complete books and records of its financial operations (which shall be in accordance with GAAP) and provide the Administrative Agent and its representatives (and any time after the occurrence and during the continuance of an Event of Default shall have occurred and with reasonable coordinationbe continuing, the Lenders and their representativesLenders) access to such books and records and to any of its properties or assets upon reasonable advance notice to the applicable Borrower (which may be delivered telephonically) and during regular business hours (in each case unless an Event of Default shall have occurred and be continuing, in which case no such notice limitations shall be required) and during regular business hours (and, unless an Event of Default shall have occurred and be continuing, with no more frequency than one time per calendar yearapply) in order that the Administrative Agent (and the Lenders, if as applicable) may make such audits and examinations of, and make abstracts from from, such books, accounts, records and other papers pertaining to, to the Collateral, the Receivables Administrative Agent Collateral, and/or the Pledged Collateral, and upon reasonable advance notification to the applicable BorrowerCredit Party, permit the Administrative Agent or and its representatives (and any time after the occurrence and during the continuance of an Event of Default shall have occurred and with reasonable coordinationbe continuing, the Lenders and their representativesLenders) to discuss (during regular business hours) the affairs, finances and accounts with, and be advised as to the same by, such Credit Party’s officers and independent accountants, all as the Administrative Agent (or the Lenders, if applicable) may reasonably deem appropriate for the purpose of verifying the accuracy of each report delivered by such Borrower to the Administrative Agent, the Issuing Bank and/or the Lenders pursuant to this Credit Agreement or for otherwise ascertaining compliance with the Transaction Fundamental Documents; provided, however, that (i) if no Event of Default shall have occurred and be continuing, no more than one such visit shall occur in any twelve (12) month period and (ii) any such visit conducted by the Lenders (as opposed to the Administrative Agent) shall be coordinated through the Administrative Agent. (b) At If at any time when no Event of Default has occurred and is continuing, the Administrative Agent wishes to confirm with account debtors and other payors the amounts and terms of any or all receivables of any Credit Party, the Administrative Agent will so notify such Credit Party. The Administrative Agent agrees to have such confirmation made through the Credit Parties’ auditors. If for any reason such auditors fail to proceed with the confirmations in a timely manner, the Administrative Agent may proceed to make such confirmations directly with account debtors and other payors after prior written notice to the Borrower. Each of the Credit Parties hereby agrees that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to confirm directly with account debtors and other payors, the amounts and terms of all accounts receivable of the Credit Parties. (c) Permit the Administrative Agent and its representatives (accompanied by any Lenders) to conduct field audits of the Borrowing Base and procedures and controls relating thereto at the expense of the applicable Borrower, cause field audits to Credit Parties once each fiscal year upon reasonable notice (which may be completed at the Administrative Agent’s request (delivered telephonically) and during normal regular business hours of and upon reasonable advance notice to such Borrower and no more often than once per year, (in each case unless an Event of Default shall have occurred and be continuing, in which case (i) no such notice limitations shall be required and (ii) there shall be no limitation on the number of field audits that may be conductedapply); provided that, at any time no Event of Default shall have occurred and be continuing, the aggregate costs and expenses of all Borrowers under this Section 5.7 shall not exceed $50,000 in any calendar year.

Books and Records; Examination. (a) Maintain or cause to be maintained at all times true and complete books and records of its financial operations (which shall be in accordance with GAAP) and provide the Administrative Agent and its representatives (and after the occurrence and during the continuance of an Event of Default and with reasonable coordination, the Lenders and their representatives) access to such books and records and to any of its properties or assets upon reasonable advance notice to the applicable Borrower (unless an Event of Default shall have occurred and be continuing, in which case no such notice shall be required) and during regular business hours (and, unless an Event of Default shall have occurred and be continuing, with no more frequency than one time per calendar yearis reasonable) in order that the Administrative Agent (and the Lenders, if applicable) may make such audits and examinations of, and make abstracts from such books, accounts, records and other papers pertaining to, to the Collateral, the Receivables Administrative Agent Collateral, and/or the Pledged Collateral, Collateral and upon reasonable advance notification to the applicable BorrowerCredit Parties, permit the Administrative Agent or its representatives (and after the occurrence and during the continuance of an Event of Default and with reasonable coordination, the Lenders and their representatives) to discuss (during regular business hours) the affairs, finances and accounts with, and be advised as to the same by, officers and independent accountants, all as the Administrative Agent (or the Lenders, if applicable) may reasonably deem appropriate for the purpose of verifying the accuracy of the each report delivered by such Borrower any Credit Party to the Administrative Agent, Agent and/or the Lenders pursuant to this Credit Agreement or for otherwise ascertaining compliance with the Transaction Documentsthis Credit Agreement or any other Fundamental Document. (b) At the expense of the applicable BorrowerIf, cause field audits to be completed at the Administrative Agent’s request (during normal business hours of and upon reasonable advance notice to such Borrower and no more often than once per year, unless any time when an Event of Default shall have has not occurred and be continuing, in which case (i) no such notice shall be required and (ii) there shall be no limitation on the number of field audits that may be conducted); provided that, at any time no Event of Default shall have occurred and be is continuing, the aggregate costs Administrative Agent wishes to confirm with account debtors and expenses other payors the amounts and terms of any or all receivables, the Administrative Agent will so notify the Credit Parties. The Administrative Agent agrees to have such confirmation made through the Credit Parties’ auditors. If for any reason such auditors fail to proceed with the confirmations, the Administrative Agent may proceed to make such confirmations directly with account debtors and other payors after prior written notice to the Borrower. Each of the Credit Parties hereby agrees that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to confirm directly with account debtors and other payors, the amounts and terms of all Borrowers under this Section 5.7 shall not exceed $50,000 in any calendar yearaccounts receivable.