Common use of Books, Records, Access Clause in Contracts

Books, Records, Access. (a) Borrower shall (and Borrower shall cause each Project Company to) maintain adequate books, accounts and records with respect to Borrower (or the Project Companies, as applicable) and each Project and prepare all financial statements required hereunder in conformity with GAAP and in material compliance with the regulations of any Governmental Authority having jurisdiction thereof, and permit employees or agents of any Lender at any reasonable time during Borrower’s normal business hours and upon reasonable prior notice to Borrower and Administrative Agent, without undue disturbance to Borrower’s commercial operations and at all times in reasonable compliance with Borrower’s health, safety, and environmental policies (assuming that Borrower has provided adequate training to such Lender), to inspect all of Borrower’s (and each Project Company’s) properties including the Project Site, to examine or audit all of Borrower’s (and each Project Company’s) books, accounts and records and make copies and memoranda thereof, in each case subject to the provisions of Section 14.19 ; provided, however, that prior to the occurrence of an Inchoate Default or Event of Default the Lender desiring to conduct an inspection in excess of one inspection per 90-day period shall bear the cost thereof. (b) Borrower shall, upon reasonable notice from the Independent Engineer, provide the Independent Engineer with reasonable access to the Project Site at all times during Borrower’s normal business hours, remote access to the Project’s SCADA System (as defined in the Turbine Supply Agreement) and access to and copies of such of the Project’s engineering drawings and civil and electrical designs and interconnection facilities and project manuals so as to enable the Independent Engineer to deliver such certificates and written reports to Administrative Agent (with sufficient copies for the Lenders) as Administrative Agent may reasonably request. (c) Borrower shall provide the Independent Engineer with copies of all manuals that are material to the operation of the Projects and that are required to be delivered to Borrower.

Books, Records, Access. Borrower shall (a) Borrower shall (and Borrower shall maintain, or cause each Project Company to) maintain to be maintained, adequate books, accounts and records with respect to Borrower (or and the Project CompaniesProject, as applicable) in which full and each Project correct entries shall be made of all financial transactions and the assets and business of Borrower, and prepare all financial statements required hereunder hereunder, in conformity each case in accordance with GAAP (subject, in the case of unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosure) and in material compliance with the regulations of any Governmental Authority having jurisdiction thereof; and, (b) subject to requirements of Governmental Rules, safety requirements and existing confidentiality restrictions imposed upon Borrower by any other Person, permit employees or agents of any Lender Administrative Agent and Independent Engineer at any reasonable time during Borrower’s normal business hours times and upon reasonable prior notice to Borrower and Administrative AgentBorrower, without undue disturbance to Borrower’s commercial operations and at all times in reasonable compliance with Borrower’s healthConstruction Contractor or Operators, safetyas applicable, and environmental policies (assuming that Borrower has provided adequate training to such Lender), i) to inspect all of Borrower’s (and each Project Company’s) properties properties, including the Project Site, (ii) to examine or audit all of Borrower’s (and each Project Company’s) books, accounts and records and make copies and memoranda thereof, in each case subject (iii) to communicate with Borrower’s auditors outside the provisions presence of Section 14.19 Borrower, (iv) to discuss the business, operations, properties and financial and other conditions of Borrower with officers and employees of Borrower and with its independent certified public accountants, and (v) to witness any Performance Tests; provided, provided however, that prior to Borrower shall bear the occurrence costs of only one such inspection annually, unless an Inchoate Default or Event of Default has occurred and is continuing or Borrower has failed to deliver the Lender desiring to conduct an inspection report required pursuant Section 5.8.1(b) on a timely basis (without amending any cure period in excess of one inspection per 90-day period 8.1.8(b)), in which case Borrower shall bear the cost thereof. (b) Borrower shall, upon reasonable notice from the Independent Engineer, provide the Independent Engineer with reasonable access to the Project Site at all times during Borrower’s normal business hours, remote access to the Project’s SCADA System (as defined in the Turbine Supply Agreement) and access to and copies of such of the Project’s engineering drawings and civil and electrical designs and interconnection facilities and project manuals so as to enable the Independent Engineer to deliver such certificates and written reports to Administrative Agent (with sufficient copies for the Lenders) inspections as Administrative Agent may reasonably requestrequire in its sole discretion. (c) Borrower shall provide the Independent Engineer with copies of all manuals that are material to the operation of the Projects and that are required to be delivered to Borrower.

Books, Records, Access. (a) Borrower shall (and Borrower shall cause each Project Company to) maintain adequate Maintain books, accounts and records with respect to the Borrower (or the Project Companies, as applicable) and each Project and prepare all financial statements required hereunder on a consolidated basis in conformity accordance with GAAP and in material compliance with applicable Law and the regulations of any Governmental Authority having jurisdiction thereof, and permit employees or agents of . (b) At any Lender at any reasonable time during Borrower’s normal business hours and upon reasonable ten (10) Business Days’ prior written notice to the Borrower and Administrative Agent, without undue disturbance to Borrower’s commercial operations (and at all times in reasonable compliance with 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 once per six consecutive calendar month period: (i) Permit any representatives, employees, consultants, advisers or agents of the Administrative Agent to visit the premises of the Borrower’s health, safetySolarCity, and environmental policies (assuming that Borrower has provided adequate training to such Lender), any third-party servicer to inspect all of the Borrower’s (and ’s, each Project Company’s) properties including the Project Site, to examine or audit all of Borrower’s (and each Project Company’s) Funded Subsidiaries’ books, accounts accounts, records and records properties and make copies and memoranda thereof, in each case thereof (subject to clause (e) below); and review the provisions management and accounting of Section 14.19 ; providedthe subject financing, however, that prior to including the occurrence of an Inchoate Default or Event of Default the Lender desiring to conduct an inspection in excess of one inspection per 90-day period shall bear the cost thereofSubject Funds. (bii) Borrower shallProvide an audit view of SolarWorks or provide such documents, upon reasonable notice from the Independent Engineer, provide the Independent Engineer with reasonable access materials or records if not already available in SolarWorks or otherwise provided to the Project Site at all times during Borrower’s normal business hours, remote access Administrative Agent pursuant to the Project’s SCADA System (terms herein, as defined in necessary to determine compliance with the Turbine Supply Agreement) and access to and copies of such of the Project’s engineering drawings and civil and electrical designs and interconnection facilities and project manuals so as to enable the Independent Engineer to deliver such certificates and written reports to Administrative Agent (with sufficient copies for the Lenders) as Administrative Agent may reasonably requestEligibility Representations. (c) The Administrative Agent, Borrower shall provide and the Independent Engineer with copies Limited Guarantor each agree to cooperate in good faith to develop a mutually agreeable process to periodically conduct sampling and testing of all manuals that are material to the operation financial processes and reports of the Projects 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 for the out of pocket expenses incurred in connection with Section 6.06(b) by the Administrative Agent and its representatives; provided, Shortfin Credit 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. that are required 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 6.06(b) by the Administrative Agent during the 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 6.06(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 delivered withheld if the applicable Lender and its counsel are subject to Borrowera nondisclosure agreement of reasonable terms with SolarCity specifically referencing the review of Project Documents.