Common use of Books and Records; Inspections Clause in Contracts

Books and Records; Inspections. Each Borrower shall keep proper books of record and account in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving the assets and business of such Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower. Each Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the Borrowers) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each Borrower shall permit officers and designated representatives of the Administrative Agent or any Consultant to visit and inspect any of the properties of such Borrower (including the respective Plant), to examine its limited liability company, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its members, managers, directors, officers and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such Borrower; provided that if a Default or Event of Default has occurred and is continuing, any Agent, or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.

Books and Records; Inspections. Each The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which completefull, true and accurate correct entries in all material respects in conformity with GAAP and all requirements of Law consistently applied shall be made of all financial transactions made. The Parent and matters involving the assets and business of such BorrowerBorrower shall, and shall maintain such books of record cause each other Loan Party and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower. Each Borrower shall keep books and records separate from the books and records of any each other Person (including any Affiliates of the Borrowers) that accurately reflect all of its business affairsSubsidiary to, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each Borrower shall permit officers and designated representatives of the Administrative Agent or any Consultant Lender to visit and inspect any of the properties of such Borrower (including the their respective Plant)properties, to examine its limited liability company, financial and operating records, and make copies thereof or abstracts therefrom, from any of their respective books and records and to discuss its their respective affairs, finances and accounts with its memberstheir respective officers, managers, directors, officers employees and independent public accountantsaccountants (in the presence of an officer of the Borrower), all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may reasonably be reasonably desiredrequested and so long as no Event of Default exists, upon with reasonable advance notice prior notice. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only if such Borrower; provided that if exercise occurs while a Default or Event of Default has occurred exists. If requested by the Administrative Agent, the Parent and is continuingthe Borrower shall execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the financial affairs of the Parent, the Borrower, any Agent, or Consultant (or, in the case of any Event of Default, any Lender) (other Loan Party or any of their respective officers or designated representatives) may do any other Subsidiary with its accountants; provided that an officer of the foregoing at the expense of the Borrowers at Borrower shall be given a reasonable opportunity to be present for any time during normal business hours and without advance noticediscussions with any such accountants.

Books and Records; Inspections. Each The Borrower shall keep proper books of record and account relating to the Project, separate from the books and records of any other Person (including any Affiliates of the Borrower), in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving elating to the assets and business of such BorrowerProject, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such the Borrower. Each The Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the Borrowers) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actionsactions in each case relating to the Project. Each The Borrower shall permit officers and designated representatives of the Administrative Agent or any Consultant Agents to visit and inspect any of the its properties of such Borrower (including the respective PlantProject), to examine its limited liability companyentity, financial and operating recordsrecords relating to the Project, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts relating to the Project with its members, managers, directors, officers and independent public accountants, all at the expense of the Borrowers Borrower (provided that so long as no Default or Event of Default has occurred and is continuing, such visits or inspections shall be at the expense of the Borrower only once per Fiscal Year) and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to such the Borrower; provided that if a Default or Event of Default has occurred and is continuing, any Agent, Lender or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers at any time Borrower during normal business hours and without advance notice.

Books and Records; Inspections. Each Borrower shall Credit Party will, and will cause each of its Restricted Subsidiaries to, (a) keep proper adequate books of record and account in which completefull, true and accurate correct entries in conformity with GAAP and all requirements of Law shall be are made of all financial dealings and transactions in relation to its business and matters involving the assets activities and business of such Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of (b) permit any Governmental Authority having regulatory jurisdiction over such Borrower. Each Borrower shall keep books and records separate from the books and records of any other Person representatives designated by Administrative Agent (including employees of Administrative Agent, any Affiliates of the Borrowers) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each Borrower shall permit officers and designated representatives of the Administrative Agent Lender or any Consultant consultants, accountants, lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of such Borrower (including the any Credit Party and any of its respective Plant)Restricted Subsidiaries, to examine inspect, copy and take extracts from its limited liability company, and their financial and operating accounting records, and make copies thereof or abstracts therefrom, and to discuss its and their affairs, finances and accounts with its members, managers, directors, and their officers and independent public accountants, all at the expense of the Borrowers upon reasonable notice and at such reasonable times during normal business hours and (so long as often as may be reasonably desired, upon reasonable advance notice to such Borrower; provided that if a no Default or Event of Default has occurred and is continuing) and as often as may reasonably be requested and by this provision the Credit Parties authorize such accountants to discuss with Administrative Agent and Lender and such representatives the affairs, any finances and accounts of Company and its Restricted Subsidiaries. The Credit Parties acknowledge that Administrative Agent, or Consultant (orafter exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Credit Parties’ assets for internal use by Administrative Agent and the Lenders; provided that, in the case of any Event of Defaulteach case, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at shall be subject to any confidentiality restrictions to which any Credit Party or its Subsidiaries are subject in the expense conduct of the Borrowers at any time during normal business hours and without advance noticeOrdinary Course of Business Activities.

Books and Records; Inspections. Each Borrower shall Note Party will, and will cause each of its Subsidiaries to, (a) maintain at all times at the chief executive office of Company hard copies of all books and records of Company and its Subsidiaries (only to the extent such books and records are not available in the cloud or other electronic means), (b) keep proper adequate books of record and account in which completefull, true and accurate correct entries in conformity with GAAP and all requirements of Law shall be are made of all financial dealings and transactions in relation to its business and matters involving activities and (c) permit any representatives designated by the assets and business of such Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower. Each Borrower shall keep books and records separate from the books and records of any other Person Investor (including any Affiliates employees of the Borrowers) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each Borrower shall permit officers and designated representatives of the Administrative Agent Investor or any Consultant consultants, auditors, accountants, lawyers and appraisers retained by the Investor) to visit and inspect any of the properties of such Borrower (including the respective Plant)any Note Party and any of its Subsidiaries to inspect, to examine copy and take extracts from its limited liability company, and their financial and operating accounting records, and make copies thereof or abstracts therefrom, and to discuss its and their affairs, finances and accounts with its members, managers, directors, and their officers and independent public accountantsaccountants and auditors, all at the expense of the Borrowers upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such Borrowerhours; provided that if a Default or Event that, except during the continuation of Default has occurred and is continuing, any Agent, or Consultant (or, in the case of any an Event of Default, only one such visit shall be permitted in any Lender) (Fiscal Year. The Collateral Agent agrees to pay the reasonable and documented out-of-pocket costs and expenses incurred by the examiner in connection therewith. Notwithstanding anything to the contrary in this Section 5.6, none of Company or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Investor (or their respective officers representatives or designated representativescontractors) may do is prohibited by law or any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance noticebinding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspections. Each Borrower Lessee shall keep proper books of record and account relating to the Project and Landlord’s ownership of the Project, separate from the books and records of any other Person (including any Affiliates of Lessee), in which complete, true and accurate entries in conformity with GAAP and all requirements of Law Laws shall be made of all financial transactions and matters involving relating to the assets and business of such BorrowerProject, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such BorrowerLessee. Each Borrower Lessee shall keep books and records separate from the books and records of any other Person (including any Affiliates of the Borrowers) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actionsactions in each case relating to the Project. Each Borrower Lessee shall permit officers and designated representatives of Landlord and the Administrative Agent or any Consultant Agents to visit and inspect any of the properties of such Borrower Lessee (including the respective PlantProject), to examine its limited liability companyentity, financial and operating recordsrecords relating to the Project, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts relating to the Project with its members, managers, directors, officers and independent public accountants, all at the expense of Lessee (provided that so long as no Default or Event of Default has occurred and is continuing, such visits or inspections shall be at the Borrowers expense of Lessee only once per Fiscal Year) and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to such BorrowerLessee; provided that if a Default or Event of Default has occurred and is continuing, Landlord, any Agent, Lender or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers at any time Lessee during normal business hours and without advance notice.

Books and Records; Inspections. Each The Borrower shall keep proper books of record and account in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving the assets and business of such the Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such the Borrower. Each The Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the BorrowersBorrower) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company partnership actions. Each The Borrower shall permit officers and designated representatives of the Administrative Agent or any Consultant Agents, Lenders and Consultants to visit and inspect any of the properties of such the Borrower (including the respective PlantProject), to examine its limited liability companypartnership, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its members, managerspartners, directors, officers and independent public accountants, all and with the GP Pledgor and its directors, officers and independent public accountants, in each case at the expense of the Borrowers Borrower (provided that so long as no Default or Event of Default has occurred and is continuing, such visits or inspections shall be at the expense of the Borrower only once per fiscal quarter) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such the Borrower; provided that if a Default or Event of Default has occurred and is continuing, any Agent, Lender or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and without advance notice.

Books and Records; Inspections. Each The Borrower shall keep proper books of record and account in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving the assets and business of such the Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such the Borrower. Each The Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the BorrowersBorrower) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each The Borrower shall permit officers and designated representatives of the Administrative Agent or any Consultant Agents, Lenders and Consultants to visit and inspect any of the properties of such the Borrower (including the respective PlantProject), to examine its limited liability company, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its members, managers, directors, officers and independent public accountants, all at the expense of the Borrowers Borrower (provided that so long as no Event of Default has occurred and is continuing, such visits or inspections shall be at the expense of the Borrower only once per fiscal quarter) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such the Borrower; provided that if a Default or an Event of Default has occurred and is continuing, any Agent, Lender or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and without advance notice.

Books and Records; Inspections. Each The Borrower shall keep proper books of record and account in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving the assets and business of such the Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such the Borrower. Each The Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the BorrowersBorrower) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each The Borrower shall permit officers and designated representatives of the Administrative Agent or any Consultant Agents, Lenders and Consultants to visit and inspect any of the properties of such the Borrower (including the respective PlantProject), to examine its limited liability company, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its members, managerspartners, directors, officers and independent public accountants, all and with the Pledgor and its directors, officers and independent public accountants, in each case at the expense of the Borrowers Borrower (provided that so long as no Default or Event of Default has occurred and is continuing, such visits or inspections shall be at the expense of the Borrower only once per fiscal quarter) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such the Borrower; provided that if a Default or Event of Default has occurred and is continuing, any Agent, Lender or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and without advance notice.

Books and Records; Inspections. Each Borrower shall keep proper books of record and account in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving the assets and business of such Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower. Each Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the Borrowers) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each Borrower shall permit officers and designated representatives of the Administrative Agent or any Lender or Consultant to visit and inspect any of the properties of such Borrower (including the respective Plant), to examine its limited liability companyliability, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its members, managers, directors, officers and independent public accountants, all at the expense of the Borrowers (provided that so long as no Default or Event of Default has occurred and is continuing, such visits or inspections shall be at the expense of the Borrowers once per Quarterly Period for each such Person) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such Borrower; provided that if a Default or Event of Default has occurred and is continuing, any Agent, Lender or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.

Books and Records; Inspections. Each The Borrower shall keep proper books of record and account account, separate from the books and records of any other Person (including any Affiliates of the Borrower), in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving the assets and business of such the Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such the Borrower. Each The Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the Borrowers) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each The Borrower shall permit officers and designated representatives of the Administrative Agent or any Consultant Agents to visit and inspect any of the properties of such the Borrower (including the respective PlantProject), to examine its limited liability company, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its members, managers, directors, officers and independent public accountants, all at the expense of the Borrowers Borrower (provided that so long as no Default or Event of Default has occurred and is continuing, such visits or inspections shall be at the expense of the Borrower only once per fiscal quarter) and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to such the Borrower; provided that if a Default or Event of Default has occurred and is continuing, any Agent, Lender or Consultant (or, in the case of any Event of Default, any Lender) (or any of their respective officers or designated representatives) may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and without advance notice.

Books and Records; Inspections. Each The Borrower shall keep proper books of record and account in which complete, true and accurate entries in conformity with GAAP and all requirements of Law shall be made of all financial transactions and matters involving the assets and business of such the Borrower, and shall maintain such books of record and account in material conformity with applicable requirements of any Governmental Authority having regulatory jurisdiction over such the Borrower. Each The Borrower shall keep books and records separate from the books and records of any other Person (including any Affiliates of the BorrowersBorrower) that accurately reflect all of its business affairs, transactions and the documents and other instruments that underlie or authorize all of its limited liability company actions. Each The Borrower shall permit officers and designated representatives representatives, agents or consultants of the Administrative Agent or any Consultant Bond Trustee to visit and inspect any of the properties of such the Borrower (including the respective PlantFacilities), to examine its limited liability companypartnership, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its members, managers, directors, officers and independent public accountants, all at the expense of the Borrowers Borrower (provided that so long as no default or Event of Default has occurred and is continuing, such visits or inspections shall be at the expense of the Borrower only once per fiscal quarter) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such the Borrower; provided that if a Default default or Event of Default has occurred and is continuing, any Agent, or Consultant (or, in the case of any Event of Default, any Lender) Bond Trustee (or any of their respective officers or designated representatives, agents or consultants) may do any of the foregoing at the expense of the Borrowers Borrower at any time during normal business hours and without advance notice.