Common use of Books, Records, Access Clause in Contracts

Books, Records, Access. (a) The Borrower shall maintain books, accounts and records in accordance with GAAP and in material compliance with applicable Laws and the regulations of any Governmental Authority having jurisdiction thereof. (b) At any time during normal business hours and upon reasonable written notice to the Borrower, but so long as no Event of Default has occurred and is continuing, no more frequently than twice per calendar year, subject to Section 10.17, and to the extent permitted by applicable Laws, permit any representatives and independent contractors of the Administrative Agent (on behalf of the Lender) and any Lender (including an Independent Engineer) to visit the premises of the Borrower, Borrower Member or Sponsor, inspect all of the Borrower’s books, accounts, records and properties and make copies thereof and to discuss its affairs, finances and accounts with its directors, officers, the Independent Engineer and independent public accountants (subject to such accountants’ customary policies and procedures). Notwithstanding anything to the contrary in this Section 5.6(b), none of the Borrower, Borrower Member or Sponsor shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product. (c) The Borrower shall reimburse the Administrative Agent and Lenders for reasonable out-of-pocket expenses incurred in connection with Section 5.6(b) by the Administrative Agent and Lenders and their respective Representatives limited to, so long as no Event of Default has occurred, two inspections per year; provided, that notwithstanding anything to contrary herein, any expenses incurred pursuant to Section 5.6(b) by the Administrative Agent or any Lender during the continuance of an Event of Default shall be for the account of the Borrower and not subject to any limitations set forth herein or elsewhere.

Books, Records, Access. (a) The Borrower shall maintain Maintain books, accounts and records with respect to the Borrower on a consolidated basis in accordance with GAAP and in material compliance with applicable Laws law and the regulations of any Governmental Authority having jurisdiction thereof. (b) At any time during normal business hours and upon reasonable ten (10) Business Days’ prior written notice to the BorrowerBorrower (and at any hour and without prior written notice if any Event of Default has occurred and is continuing), but so long as no Event of Default has occurred and is continuing, no more frequently than twice once per six (6) consecutive calendar yearmonth period: (i) Permit any representatives, subject to Section 10.17employees, and to the extent permitted by applicable Lawsconsultants, permit any representatives and independent contractors advisers or agents of the Administrative Agent (on behalf of the Lender) and any Lender (including an Independent Engineer) to visit the premises of the Borrower, Borrower Member or SponsorSolarCity, and any third-party servicer to inspect all of the Borrower’s ’s, Member’s, each Funded Subsidiaries’ books, accounts, records and properties and make copies thereof and to discuss its affairs, finances and accounts with its directors, officers, the Independent Engineer and independent public accountants (subject to such accountants’ customary policies clause (e) below); and procedures). Notwithstanding anything to review the contrary in this Section 5.6(b), none management and accounting of the Borrowersubject financing, Borrower Member or Sponsor shall be required to disclose, permit including the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, Subject Funds. Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) Provide an audit view of SolarWorks or provide such documents, materials or records if not already available in respect of which disclosure SolarWorks or otherwise provided to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject pursuant to attorney client or similar privilege or constitutes attorney work-productthe terms herein, as necessary to determine compliance with the Eligibility Representations. (c) The Administrative Agent, Borrower shall reimburse and the Limited Guarantor each agree to cooperate in good faith to develop a mutually agreeable process to periodically conduct sampling and testing of financial processes and reports of the Funded Subsidiaries, including the ability of any representative of any Agent to discuss the affairs, finances and condition of the Borrower and the Funded Subsidiaries with the officers thereof and independent accountants therefor. (d) Reimburse the Administrative Agent and Lenders for reasonable out-of-the out of pocket expenses incurred in connection with Section 5.6(b) by the Administrative Agent and Lenders and their respective Representatives limited to, so long as no Event of Default has occurred, two inspections per yearits representatives; provided, that such expenses shall be agreed to by the Borrower and the Administrative Agent in advance on commercially reasonably terms, and provided, further, that notwithstanding anything to contrary herein, any expenses incurred pursuant to Section 5.6(b) by the Administrative Agent or any Lender during the continuance occurrence of an Event of Default shall be for the account of the Borrower and not subject to any limitations set forth herein or elsewhere. (e) Notwithstanding the information disclosure obligations discussed above, any inspection of the Project Documents or any other agreement affiliated with a Subject Fund pursuant to Section 5.6(b) shall be limited to review by the counsel of the Administrative Agent and will not be copied, sent by mail, fax, electronic mail or any other transmission, or distributed to any Group Agent, any Lender or its counsel without the express written consent of the Borrower, such consent not to be withheld if the applicable Group Agent or Lender and its counsel are subject to a nondisclosure agreement of reasonable terms with SolarCity specifically referencing the review of Project Documents.

Books, Records, Access. (a) The Borrower shall maintain Maintain books, accounts and records with respect to the Borrower in accordance with GAAP and in material compliance with applicable Laws law and the regulations of any Governmental Authority having jurisdiction thereof. (b) At any time during normal business hours and upon reasonable ten (10) Business Day’s prior written notice to the BorrowerBorrower (and at any hour and without prior written notice if any Event of Default has occurred and is continuing), but so long as no Event of Default has occurred and is continuing, no more frequently than twice once per six (6) consecutive calendar yearmonth period: (i) Permit any representatives, subject to Section 10.17employees, and to the extent permitted by applicable Lawsconsultants, permit any representatives and independent contractors advisers or agents of the Administrative Agent (on behalf of the Lender) and any Lender (including an Independent Engineer) to visit the premises of the Borrower, Borrower Member or SponsorSolarCity, and any third-party servicer to inspect all of the Borrower’s and each Funded Subsidiaries’ books, accounts, records and properties and make copies thereof and to discuss its affairs, finances and accounts with its directors, officers, the Independent Engineer and independent public accountants (subject to such accountants’ customary policies clause (e) below); and procedures). Notwithstanding anything to review the contrary in this Section 5.6(b), none management and accounting of the Borrowersubject financing, Borrower Member or Sponsor shall be required to disclose, permit including the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, Subject Funds. (ii) Provide an audit view of SolarWorks or provide such documents, materials or records if not already available in respect of which disclosure SolarWorks or otherwise provided to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject pursuant to attorney client or similar privilege or constitutes attorney work-productthe terms herein, as necessary to determine compliance with the Eligibility Representations. (c) The Administrative Agent, Borrower shall reimburse and SolarCity each agree to cooperate in good faith to develop a mutually agreeable process to periodically conduct sampling and testing of financial processes and reports of the Funded Subsidiaries, including the ability of any representative of any Agent to discuss the affairs, finances and condition of the Borrower and the Funded Subsidiaries with the officers thereof and independent accountants therefor. (d) Reimburse the Administrative Agent and Lenders for reasonable out-of-the out of pocket expenses incurred in connection with Section 5.6(b) by the Administrative Agent and Lenders and their respective Representatives limited to, so long as no Event of Default has occurred, two inspections per yearits representatives; provided, that such expenses shall be agreed to by the Borrower and the Administrative Agent in advance on commercially reasonably terms, and provided, further, that notwithstanding anything to [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. contrary herein, any expenses incurred pursuant to Section 5.6(b) by the Administrative Agent or any Lender during the continuance occurrence of an Event of Default shall be for the account of the Borrower and not subject to any limitations set forth herein or elsewhere. (e) Notwithstanding the information disclosure obligations discussed above, any inspection of the Project Documents or any other agreement affiliated with a Subject Fund pursuant to Section 5.6(b) shall be limited to review by the counsel of the Administrative Agent and will not be copied, sent by mail, fax, electronic mail or any other transmission, or distributed to any Lender or its counsel without the express written consent of the Borrower, such consent not to be withheld if the applicable Lender and its counsel are subject to a non-disclosure agreement of reasonable terms with SolarCity specifically referencing the review of Project Documents.

Books, Records, Access. (a) The Borrower shall maintain Maintain books, accounts and records with respect to the Borrower in accordance with GAAP and in material compliance with applicable Laws law and the regulations of any Governmental Authority having jurisdiction thereof. (b) At any time during normal business hours and upon reasonable ten (10) Business Day’s prior written notice to the BorrowerBorrower (and at any hour and without prior written notice if any Event of Default has occurred and is continuing), but so long as no Event of Default has occurred and is continuing, no more frequently than twice once per six (6) consecutive calendar yearmonth period: (i) Permit any representatives, subject to Section 10.17employees, and to the extent permitted by applicable Lawsconsultants, permit any representatives and independent contractors advisers or agents of the Administrative Agent (on behalf of the Lender) and any Lender (including an Independent Engineer) to visit the premises of the Borrower, Borrower Member or SponsorSolarCity, and any third-party servicer to inspect all of the Borrower’s and each Funded Subsidiaries’ books, accounts, records and properties and make copies thereof and to discuss its affairs, finances and accounts with its directors, officers, the Independent Engineer and independent public accountants (subject to such accountants’ customary policies clause (e) below); and procedures). Notwithstanding anything to review the contrary in this Section 5.6(b), none management and accounting of the Borrowersubject financing, Borrower Member or Sponsor shall be required to disclose, permit including the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, Subject Funds. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) Provide an audit view of SolarWorks or provide such documents, materials or records if not already available in respect of which disclosure SolarWorks or otherwise provided to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject pursuant to attorney client or similar privilege or constitutes attorney work-productthe terms herein, as necessary to determine compliance with the Eligibility Representations. (c) The Administrative Agent, Borrower shall reimburse and SolarCity each agree to cooperate in good faith to develop a mutually agreeable process to periodically conduct sampling and testing of financial processes and reports of the Funded Subsidiaries, including the ability of any representative of any Agent to discuss the affairs, finances and condition of the Borrower and the Funded Subsidiaries with the officers thereof and independent accountants therefor. (d) Reimburse the Administrative Agent and Lenders for reasonable out-of-the out of pocket expenses incurred in connection with Section 5.6(b) by the Administrative Agent and Lenders and their respective Representatives limited to, so long as no Event of Default has occurred, two inspections per yearits representatives; provided, that such expenses shall be agreed to by the Borrower and the Administrative Agent in advance on commercially reasonably terms, and provided, further, that notwithstanding anything to contrary herein, any expenses incurred pursuant to Section 5.6(b) by the Administrative Agent or any Lender during the continuance occurrence of an Event of Default shall be for the account of the Borrower and not subject to any limitations set forth herein or elsewhere. (e) Notwithstanding the information disclosure obligations discussed above, any inspection of the Project Documents or any other agreement affiliated with a Subject Fund pursuant to Section 5.6(b) shall be limited to review by the counsel of the Administrative Agent and will not be copied, sent by mail, fax, electronic mail or any other transmission, or distributed to any Lender or its counsel without the express written consent of the Borrower, such consent not to be withheld if the applicable Lender and its counsel are subject to a non-disclosure agreement of reasonable terms with SolarCity specifically referencing the review of Project Documents.

Books, Records, Access. (a) The Borrower shall maintain maintain, in respect of itself, each Managing Member and each Subject Fund, books, accounts and records in accordance with GAAP and in material compliance with applicable Laws law and the regulations of any Governmental Authority having jurisdiction thereof. (b) At any time during normal business hours and upon reasonable written notice to the Borrower, but so long as no Event of Default has occurred and is continuing, no more frequently than twice per calendar year, subject to Section 10.17, and to the extent permitted by applicable Laws, permit any representatives and independent contractors of the Administrative Agent and (on behalf and, during the continuance of the an Event of Default, any Lender) and any Lender (including an Independent Engineer) to visit the premises of the Borrower, Borrower Member or SponsorVivint Solar Parent, inspect all of the Borrower’s and each Managing Member’s, and (to the extent permitted by the Subject Fund Project Documents) each Subject Fund’s books, accounts, records and properties and make copies thereof and to discuss its affairs, finances and accounts with its directors, officers, the Independent Engineer and independent public accountants (subject to such accountants’ customary policies and procedures). Notwithstanding anything to the contrary in this Section 5.6(b), none of the Borrower, Borrower Member Member, Vivint Solar Parent or Sponsor Managing Members shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ix) constitutes non-financial trade secrets or non-financial proprietary information, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iiiz) is subject to attorney client or similar privilege or constitutes attorney work-product. (c) The Borrower shall reimburse the Administrative Agent and Lenders for reasonable out-of-pocket expenses incurred in connection with Section 5.6(b) by the Administrative Agent and Lenders and their respective Representatives limited to, so long as no Event of Default has occurred, two inspections one inspection per year; provided, that such expenses shall be agreed to by the Borrower and the Administrative Agent in advance on commercially reasonably terms, and provided, further, that notwithstanding anything to contrary herein, any expenses incurred pursuant to Section 5.6(b) by the Administrative Agent or any Lender during the continuance of an Event of Default shall be for the account of the Borrower and not subject to any limitations set forth herein or elsewhere. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Books, Records, Access. (a) The Borrower shall maintain maintain, in respect of itself, each Managing Member and each Subject Fund, books, accounts and records in accordance with GAAP and in material compliance with applicable Laws law and the regulations of any Governmental Authority having jurisdiction thereof. (b) At any time during normal business hours and upon reasonable written notice to the Borrower, but so long as no Event of Default has occurred and is continuing, no more frequently than twice per calendar year, subject to Section 10.17, and to the extent permitted by *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission applicable Laws, permit any representatives and independent contractors of the Administrative Agent and (on behalf and, during the continuance of the an Event of Default, any Lender) and any Lender (including an Independent Engineer) to visit the premises of the Borrower, Borrower Member or SponsorVivint Solar Parent, inspect all of the Borrower’s and each Managing Member’s, and (to the extent permitted by the Subject Fund Project Documents) each Subject Fund’s books, accounts, records and properties and make copies thereof and to discuss its affairs, finances and accounts with its directors, officers, the Independent Engineer and independent public accountants (subject to such accountants’ customary policies and procedures). Notwithstanding anything to the contrary in this Section 5.6(b), none of the Borrower, Borrower Member Member, Vivint Solar Parent or Sponsor Managing Members shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ix) constitutes non-financial trade secrets or non-financial proprietary information, (iiy) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iiiz) is subject to attorney client or similar privilege or constitutes attorney work-product. (c) The Borrower shall reimburse the Administrative Agent and Lenders for reasonable out-of-pocket expenses incurred in connection with Section 5.6(b) by the Administrative Agent and Lenders and their respective Representatives limited to, so long as no Event of Default has occurred, two inspections one inspection per year; provided, that such expenses shall be agreed to by the Borrower and the Administrative Agent in advance on commercially reasonably terms, and provided, further, that notwithstanding anything to contrary herein, any expenses incurred pursuant to Section 5.6(b) by the Administrative Agent or any Lender during the continuance of an Event of Default shall be for the account of the Borrower and not subject to any limitations set forth herein or elsewhere.