Common use of Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings Clause in Contracts

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent to visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders) to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such Person with the officers thereof (provided that such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default); provided, further that no Loan Party will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material financial dealings and transactions in relation to its business and activities. Each Loan Party RCS Company will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) and frequency and to make extracts from and copies of such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default)financial records, and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders) Lenders to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding discuss the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such discussions shall be limited to no more than once visit and inspection by the Administrative Agent in excess of one per calendar year except during shall be at the continuance expense of an Event of Default); providedthe Administrative Agent. Notwithstanding anything to the contrary in Section 5.04(h) or this Section 5.07, further that no Loan Party will Company shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (xi) that constitutes non-financial trade secrets or non-financial proprietary information, (yii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representativesrepresentatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (ziii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material financial dealings and transactions in relation to its business and activities. Each Loan Party Company will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf and frequency and to make extracts from, and copies of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default)financial records, and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders) Lenders to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding discuss the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such discussions shall be limited to no more than once visit and inspection by the Administrative Agent in excess of one per calendar year except during shall be at the continuance expense of an Event of Default); providedthe Administrative Agent. Notwithstanding anything to the contrary in Section 5.04 (h) or (i) or this Section 5.07, further that no Loan Party will Company shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (xi) that constitutes non-financial trade secrets or non-financial proprietary information, (yii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representativesrepresentatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (ziii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a%3) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent to visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, 119 except in the case of clauses (iii) and (iv) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders) to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such Person with the officers thereof (provided that such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default); provided, further that no Loan Party will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material financial dealings and transactions in relation to its business and activities. Each Loan Party Company will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or the Required Lenders to, upon written notice to the Borrower and at the Borrower’s expense, visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf and frequency and to make extracts from, and copies of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default)financial records, and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders) Lenders to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding discuss the affairs, finances and condition of such Person with the officers thereof and (provided that a representative of the Borrower is given the opportunity to be present) independent accountants therefor; provided that, so long as no Event of Default has occurred and is continuing, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders under this Section 5.07, (ii) any such discussions shall be limited to no more than once visit and inspection by the Administrative Agent in excess of two per calendar year except during shall be at the continuance expense of an Event of Default); providedthe Administrative Agent. Notwithstanding anything to the contrary in Section 5.04(i) or this Section 5.07, further that no Loan Party will Company shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (xi) that constitutes non-financial trade secrets or non-financial proprietary information, (yii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representativesrepresentatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (ziii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent to visit and inspect the financial records and the properties of such Person upon reasonable notice and at reasonable times during normal business hours (provided that (i) such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default), and permit any representatives designated by the Administrative Agent (including advisors to the Administrative Agent or the Required Lenders) to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding the affairs, finances and condition of such Person with the officers thereof (provided that such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default); provided, further that no Loan Party will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product).

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all requirements of law, law are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Restricted Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of such Person person upon reasonable notice and notice, at reasonable times during normal business hours (provided that (i) and as often as reasonably requested and to make extracts from and copies of such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default)financial records, and permit any representatives designated by the Administrative Agent (including advisors or any Lender to the Administrative Agent or the Required Lenders) to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding discuss the affairs, finances and condition of such Person person with the officers thereof and independent accountants therefor, in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract; provided that (i) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal year and shall be arranged by one or more Lenders through the Administrative Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to participate in any such discussions with such accountants. In addition, each Loan Party will permit the Administrative Agent to conduct, at the sole cost and expense of the Loan Parties, field audits and examinations of receivables and inventory, and appraisals of inventory; provided that such discussions shall field audits and examinations and appraisals may be limited to no conducted not more than once per calendar year except during any twelve-month period. Notwithstanding the continuance of foregoing, if and for so long as (i) an Event of Default); providedDefault has occurred and is continuing or (ii) Availability is less than the Availability Limit, further that no up to four such field audits and examinations and appraisals may be conducted at the Loan Party will be required to disclose or permit Parties’ expense per any twelve-month period at any time at the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect reasonable request of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product)Agent.

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which entries that are full, true and correct entries in all material respects and in conformity with GAAP or, with respect to any Subsidiary organized outside of the United States, the local accounting standards applicable in the relevant jurisdiction and all applicable requirements of law, law are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Restricted Subsidiaries to, permit any representatives or advisors designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of such Person person upon reasonable notice and notice, at reasonable times during normal business hours (provided that (i) and as often as reasonably requested and to make extracts from and copies of such visits shall be coordinated by the Administrative Agent on its own behalf or on behalf of, and at the request of, the Required Lenders, (ii) a representative of the Loan Parties may be present at any such visits and inspections, (iii) such visits shall be limited to no more than one such visit per calendar year, and (iv) such visits shall be at the requesting Lenders’ expense, except in the case of clauses (iii) and (iv) during the continuance of an Event of Default)financial records, and permit any representatives designated by the Administrative Agent (including advisors or any Lender to the Administrative Agent or the Required Lenders) to have reasonable discussions upon reasonable notice and at reasonable times during normal business hours regarding discuss the affairs, finances and condition of such Person person with the officers thereof and independent accountants therefor, in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract; provided that (i) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal year and shall be arranged by one or more Lenders through the Administrative Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to participate in any such discussions with such accountants. In addition, each Loan Party will permit the Administrative Agent to conduct, at the sole cost and expense of the Loan Parties, field audits and examinations of receivables and inventory, and appraisals of inventory; provided that such discussions shall field audits and examinations and appraisals may be limited to no conducted not more than once per calendar year except during any twelve-month period. Notwithstanding the continuance of foregoing, if and for so long as (i) an Event of Default); providedDefault has occurred and is continuing or (ii) Availability is less than the Availability Limit, further that no up to two such field audits and examinations and appraisals may be conducted at the Loan Party will be required to disclose or permit Parties’ expense per any twelve-month period at any time at the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect reasonable request of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by any Requirement of Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product)Agent.