Common use of VCOC Rights Clause in Contracts

VCOC Rights. The Company and Desert Newco each hereby agree that, with respect to each Investor Party or any Affiliate of an Investor Party that directly or indirectly has an interest in the Company, Desert Newco, or any of their respective Subsidiaries that is intended to qualify such investment as a “venture capital investment” (as defined in the U.S. Department of Labor regulation codified at 29 C.F.R. Section 2510.3-01) (each such Investor Party and Affiliate referred to as a “VCOC Investor”), without limitation on, or prejudice to, any of the other rights provided to the Investor Parties under this Agreement, the Company and Desert Newco shall, subject to each of the Company’s and Desert Newco’s respective reasonable restriction on the use and disclosure of such information and each of the Company’s and Desert Newco’s respective right to limit such disclosure to comply with applicable securities laws or their respective fiduciary duties: (a) Provide each VCOC Investor or its designated representative with: (i) the right to visit and inspect any of the offices and properties of the Company, Desert Newco, and any of their respective Subsidiaries and inspect and copy the books and records of the Company, Desert Newco and their respective Subsidiaries, at such times as the VCOC Investor shall reasonably request but not more frequently than once per quarter; (ii) as soon as available and in any event within 90 days after the end of each quarter of each fiscal year of the Company (or 120 days for fiscal year end), consolidated balance sheets and statements of income and cash flows of the Company and its Subsidiaries for the period or year then ended, as applicable, prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, and with respect to each fiscal year end statement together with an auditor’s report thereon of a firm of established national reputation; and (iii) any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company, Desert Newco or any of their respective Subsidiaries as soon as available, to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary to prepare such reports. (b) Make appropriate officers and directors of the Company, Desert Newco, and their respective Subsidiaries, available periodically and at such times as reasonably requested by the VCOC Investor for consultation with each VCOC Investor or its designated representative but not more frequently than once per quarter with respect to matters relating to the business and affairs of the Company, Desert Newco, and their respective Subsidiaries; and (c) To the extent consistent with applicable law (and with respect to events which require public disclosure, only following public disclosure thereof through applicable securities law filings or otherwise), inform each VCOC Investor or its designated representative in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, Desert Newco, or any of their respective Subsidiaries, and provide each VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should the VCOC Investor elect to do so; provided, that the Company and Desert Newco shall be under no obligation to provide the VCOC Investor with material non-public information with respect to any such significant corporate action. (d) The Company and Desert Newco each agree to consider, in good faith, the recommendations of the VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company or Desert Newco, as the case may be. Each VCOC Investor agrees to comply with Section 4.8 as if it were a party hereto, it being agreed and understood that any VCOC Investor that is not a party hereto shall be deemed a “Representative” (within the meaning of such term as it is used and defined in Section 4.8) of the Investor Party with which such VCOC Investor is affiliated. In the event a VCOC Investor transfers all or any portion of its Company Securities to an affiliated entity (or to a direct or indirect wholly-owned conduit subsidiary of any such affiliated entity) that is intended to qualify as a venture capital operating company under the regulations issued by the Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (including corresponding provisions of succeeding regulations), such affiliated entity shall be afforded the same rights with respect to the Company and its Subsidiaries afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder. In the event the VCOC Investor is an Affiliate of an Investor Party as described in this Section 3.2, such Affiliate shall be afforded the same rights with respect to the Company and Desert Newco afforded to the Investor Parties under this Section 3.2 and shall be treated, for such purposes, as a third party beneficiary hereunder.

VCOC Rights. The Company and Desert Newco each hereby agree that, with respect to each Investor Party or any Affiliate of an Investor Party that directly or indirectly has an interest in the Company, Desert Newco, or any of their respective Subsidiaries that is intended to qualify such investment as a “venture capital investment” (as defined in the U.S. Department of Labor regulation codified at 29 C.F.R. Section 2510.3-01) (each such Investor Party and Affiliate referred to as a “VCOC Investor”), without limitation on, or prejudice to, any Each of the other rights provided to the Investor Parties under this Agreement, the Company Corporation and Desert Newco shallHoldings hereby agrees that, subject to each any contractual obligations of the Company’s and Desert Newco’s respective confidentiality, reasonable restriction restrictions on the use and disclosure of such information and each of the CompanyCorporation’s and Desert Newco’s respective Holdings’ right to limit such disclosure to comply with applicable securities laws or their respective and fiduciary duties:, it shall, with respect to each Securityholder and, at the request of the Securityholder, each Affiliate thereof that indirectly has an interest in the Corporation or Holdings through such Securityholder, in each case that is intended to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. § 2510.3-101(d) (each, a “VCOC Investor”): (a) Provide each such VCOC Investor or its designated representative with: : (i) during normal business hours and upon reasonable advance notice in writing, but not more frequently than once per quarter, the right to visit and inspect any of the offices and properties of each of the Company, Desert Newco, Corporation and any of their respective Subsidiaries Holdings and inspect and copy the books and records of each of the Company, Desert Newco Corporation and their respective Subsidiaries, at such times as the VCOC Investor shall reasonably request but not more frequently than once per quarter; Holdings; (ii) if requested in writing, as soon as available and in any event within 90 45 days after the end of each quarter of the first three quarters of each fiscal year of the Company (or 120 days for fiscal year end)Corporation, consolidated balance sheets of the Corporation and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company Corporation and its Subsidiaries for the period or then ended; (iii) if requested in writing, as soon as available and in any event within 120 days after the end of each fiscal year of the Corporation, a consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Corporation and its Subsidiaries for the year then ended; and (iv) if requested in writing, as applicableto the extent it is required by law or pursuant to the terms of any of its outstanding indebtedness to prepare such reports, prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, and with respect to each fiscal year end statement together with an auditor’s report thereon of a firm of established national reputation; and (iii) any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Securities Exchange ActAct of 1934, as amended, actually prepared by the Company, Desert Newco or any of their respective Subsidiaries it as soon as available; provided that, to in each case, if the extent Corporation or Holdings makes the Company information described in clauses (ii), (iii) or (iv) of this paragraph 3.1(a) available through public filings on the XXXXX system or any of its Subsidiaries is required by law successor or pursuant to the terms of any outstanding indebtedness replacement system of the Company or SEC, the delivery of the information shall be deemed satisfied by such Subsidiary to prepare such reports.public filings; (b) Make appropriate officers and directors of each of the Company, Desert Newco, Corporation and their respective Subsidiaries, Holdings available periodically and at such times as reasonably requested in writing by the such VCOC Investor for consultation with each VCOC Investor or its designated representative Investor, but not more frequently than once per quarter quarter, for consultation with each such VCOC Investor or its authorized representative with respect to matters relating to the business and affairs of each of the Company, Desert Newco, Corporation and Holdings and their respective SubsidiariesSubsidiaries (at which meetings the other VCOC Investors who have similar rights under this Section 3.1 of the Agreement may be permitted to attend, at the Corporation’s and Holdings’ discretion); and (c) To the extent consistent with applicable law (and with respect to events which require public disclosure, only following public disclosure thereof through applicable securities law filings or otherwise), inform each VCOC Investor or its designated representative in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, Desert Newco, or any of their respective Subsidiaries, and provide each VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should the VCOC Investor elect to do so; provided, that the Company and Desert Newco shall be under no obligation to provide the VCOC Investor with material non-public information with respect to any such significant corporate action. (d) The Company and Desert Newco each agree to considerConsider, in good faith, the recommendations of the each such VCOC Investor or its designated authorized representative in connection with the matters on which it is consulted as described above, recognizing it being understood that the ultimate discretion with respect to all such matters shall be retained by the Company or Desert Newco, as the case may be. Each VCOC Investor agrees to comply with Section 4.8 as if it were a party hereto, it being agreed Corporation and understood that any VCOC Investor that is not a party hereto shall be deemed a “Representative” (within the meaning of such term as it is used and defined in Section 4.8) of the Investor Party with which such VCOC Investor is affiliatedits Subsidiaries. In the event a VCOC Investor transfers all or any portion of its Company Securities to an affiliated entity (or to a direct or indirect wholly-owned conduit subsidiary of any such affiliated entity) that is intended to qualify as a venture capital operating company under the regulations issued by the Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (including corresponding provisions of succeeding regulations), such affiliated entity shall be afforded the same rights with respect to the Company and its Subsidiaries afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder. In the event the VCOC Investor is an Affiliate of an Investor Party a Securityholder as described in this Section 3.23.1, such Affiliate VCOC Investor shall be afforded the same rights with respect to the Company and Desert Newco afforded to the Investor Parties under treated for purposes of this Section 3.2 and shall be treated, for such purposes3.1, as a third party beneficiary hereunder.

VCOC Rights. The Company and Desert Newco each hereby agree that, with respect to each Investor Party or any Affiliate of an Investor Party that directly or indirectly has an interest in the Company, Desert Newco, or any of their respective Subsidiaries that is intended to qualify such investment as a “venture capital investment” (as defined in the U.S. Department of Labor regulation codified at 29 C.F.R. Section 2510.3-01) (each such Investor Party and Affiliate referred to as a “VCOC Investor”), without limitation on, or prejudice to, any Each of the other rights provided to the Investor Parties under this Agreement, the Company Corporation and Desert Newco shallHoldings hereby agrees that, subject to each any contractual obligations of the Company’s and Desert Newco’s respective confidentiality, reasonable restriction restrictions on the use and disclosure of such information and each of the CompanyCorporation’s and Desert Newco’s respective Holdings’ right to limit such disclosure to comply with applicable securities laws or their respective and fiduciary duties:, it shall, with respect to each Securityholder and, at the request of the Securityholder, each Affiliate thereof that indirectly has an interest in the Corporation or Holdings through such Securityholder, in each case that is intended to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. § 2510.3-101(d) (each, a “VCOC Investor”): (a) Provide each such VCOC Investor or its designated representative with: : (i) during normal business hours and upon reasonable advance notice in writing, but not more frequently than once per quarter, the right to visit and inspect any of the offices and properties of each of the Company, Desert Newco, Corporation and any of their respective Subsidiaries Holdings and inspect and copy the books and records of each of the Company, Desert Newco Corporation and their respective Subsidiaries, at such times as the VCOC Investor shall reasonably request but not more frequently than once per quarter; Holdings; (ii) if requested in writing, as soon as available and in any event within 90 45 days after the end of each quarter of the first three quarters of each fiscal year of the Company (or 120 days for fiscal year end)Corporation, consolidated balance sheets of the Corporation and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company Corporation and its Subsidiaries for the period or then ended; (iii) if requested in writing, as soon as available and in any event within 120 days after the end of each fiscal year of the Corporation, a consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Corporation and its Subsidiaries for the year then ended; and (iv) if requested in writing, as applicableto the extent it is required by law or pursuant to the terms of any of its outstanding indebtedness to prepare such reports, prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, and with respect to each fiscal year end statement together with an auditor’s report thereon of a firm of established national reputation; and (iii) any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Securities Exchange ActAct of 1934, as amended, actually prepared by the Company, Desert Newco or any of their respective Subsidiaries it as soon as available, to ; (a) available through public filings on the extent the Company XXXXX system or any of its Subsidiaries is required by law successor or pursuant to the terms of any outstanding indebtedness replacement system of the Company or SEC, the delivery of the information shall be deemed satisfied by such Subsidiary to prepare such reports.public filings; (b) Make appropriate officers and directors of each of the Company, Desert Newco, Corporation and their respective Subsidiaries, Holdings available periodically and at such times as reasonably requested in writing by the such VCOC Investor for consultation with each VCOC Investor or its designated representative Investor, but not more frequently than once per quarter quarter, for consultation with each such VCOC Investor or its authorized representative with respect to matters relating to the business and affairs of each of the Company, Desert Newco, Corporation and Holdings and their respective SubsidiariesSubsidiaries (at which meetings the other VCOC Investors who have similar rights under this Section 3.1 of the Agreement may be permitted to attend, at the Corporation’s and Holdings’ discretion); and (c) To the extent consistent with applicable law (and with respect to events which require public disclosure, only following public disclosure thereof through applicable securities law filings or otherwise), inform each VCOC Investor or its designated representative in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, Desert Newco, or any of their respective Subsidiaries, and provide each VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should the VCOC Investor elect to do so; provided, that the Company and Desert Newco shall be under no obligation to provide the VCOC Investor with material non-public information with respect to any such significant corporate action. (d) The Company and Desert Newco each agree to considerConsider, in good faith, the recommendations of the each such VCOC Investor or its designated authorized representative in connection with the matters on which it is consulted as described above, recognizing it being understood that the ultimate discretion with respect to all such matters shall be retained by the Company or Desert Newco, as the case may be. Each VCOC Investor agrees to comply with Section 4.8 as if it were a party hereto, it being agreed Corporation and understood that any VCOC Investor that is not a party hereto shall be deemed a “Representative” (within the meaning of such term as it is used and defined in Section 4.8) of the Investor Party with which such VCOC Investor is affiliatedits Subsidiaries. In the event a VCOC Investor transfers all or any portion of its Company Securities to an affiliated entity (or to a direct or indirect wholly-owned conduit subsidiary of any such affiliated entity) that is intended to qualify as a venture capital operating company under the regulations issued by the Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (including corresponding provisions of succeeding regulations), such affiliated entity shall be afforded the same rights with respect to the Company and its Subsidiaries afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder. In the event the VCOC Investor is an Affiliate of an Investor Party a Securityholder as described in this Section 3.23.1, such Affiliate VCOC Investor shall be afforded the same rights with respect to the Company and Desert Newco afforded to the Investor Parties under treated for purposes of this Section 3.2 and shall be treated, for such purposes3.1, as a third party beneficiary hereunder.

VCOC Rights. The Company and Desert Newco each hereby agree that, with (a) With respect to each Investor Party or any Affiliate H&F Continuing Member and, at the request of an Investor Party H&F Continuing Member, each Affiliate thereof that directly or indirectly has an interest in the CompanyCompany and that acknowledges and agrees to be bound by Section 11.6, Desert Newco, or any of their respective Subsidiaries in each case that is intended to qualify such investment as a “venture capital investmentoperating company” (as defined in the U.S. Department of Labor regulation codified at 29 C.F.R. Section 2510.3-01) Plan Asset Regulations (each such Investor Party and Affiliate referred to as each, a “VCOC InvestorEquityholder”), for so long as the VCOC Equityholder, directly or through one or more conduit Subsidiaries, continues to hold any Equity Securities of the Company (or any securities into which such Equity Securities may be converted or exchanged), in each case without limitation on, or prejudice to, of any of the other rights provided to any of the Investor Parties under this AgreementH&F Continuing Members hereunder, the Company and Desert Newco shall, subject with respect to each of the Company’s and Desert Newco’s respective reasonable restriction on the use and disclosure of such information and each of the Company’s and Desert Newco’s respective right to limit such disclosure to comply with applicable securities laws or their respective fiduciary dutiesVCOC Equityholder: (ai) Provide each such VCOC Investor Equityholder or its designated representative with: with the following: (iA) the right to visit and inspect any of the offices and properties of the Company, Desert Newco, Company and any of their respective its Subsidiaries and inspect and copy the books and records of the Company, Desert Newco Company and their respective its Subsidiaries, at such times as the VCOC Investor Equityholder shall reasonably request but not more frequently than once per quarter; request; (iiB) as soon as available and in any event within 90 60 days after the end of each quarter of the first three quarters of each fiscal year of the Company (or 120 days for fiscal year end)Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period or year then ended, as applicable, ended prepared in conformity with generally accepted accounting principles in the United States GAAP applied on a consistent basis, except as otherwise noted therein, and with respect subject to the absence of footnotes and to year end adjustments; (C) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end statement of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with GAAP applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation; and ; (iiiD) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding Indebtedness of the Company or such Subsidiary to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company, Desert Newco Company or any of their respective Subsidiaries such Subsidiary as soon as available; and (E) Subject to Section 9.2(a)(iii) below, copies of all materials provided to the extent Managing Member at substantially the Company or any of its Subsidiaries is required by law or pursuant same time as provided to the terms Managing Member and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any outstanding indebtedness Subsidiary of the Company; provided that the Company or such Subsidiary shall be entitled to prepare exclude portions of such reportsmaterials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege. (bii) Make the Managing Member and appropriate officers and directors of the Company, Desert Newco, Company and their respective Subsidiaries, its Subsidiaries available periodically and at such times as reasonably requested by the such VCOC Investor Equityholder for consultation with each such VCOC Investor Equityholder or its designated representative but not more frequently than once per quarter with respect to matters relating to the business and affairs of the CompanyCompany and its Subsidiaries, Desert Newcoincluding significant changes in management personnel and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of plants and their respective Subsidiaries; andequipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement or compromise of significant litigation; (ciii) To the extent consistent with applicable law Law (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform each the VCOC Investor Equityholder or its designated representative in advance with respect to any significant corporate Company actions, including, without limitation, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, Desert Newco, or any of their respective Subsidiaries, and provide each the VCOC Investor Equityholder or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should actions; (iv) Give such VCOC Equityholder the VCOC Investor elect right to do so; provided, that the Company and Desert Newco shall be under no obligation to provide the VCOC Investor with material designate one non-public information voting board observer who will be entitled to attend all meetings of the board of directors of Managing Member and participate in all deliberations of the board of directors of Managing Member, provided that such observer shall have no voting rights with respect to any actions taken or elected not to be taken by the board of directors of Managing Member, and provided, further, that such significant corporate action.observer shall acknowledge and agree to be bound by Section 11.6 and the Company shall be entitled to exclude such observer from such portions of such a board meeting to the extent such observer’s presence would be reasonably likely to result in the waiver of attorney-client privilege; and (dv) Provide such VCOC Equityholder or its designated representative with such other rights of consultation which such VCOC Equityholder’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the Plan Assets Regulation. The Company and Desert Newco each agree agrees to consider, in good faith, the recommendations of the each VCOC Investor Equityholder or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The obligations of the Company or Desert Newco, set forth in this Section 9.2 are expressly intended to create third party beneficiary rights of each VCOC Equityholder. The obligations of the Company set forth in this Section 9.2 are expressly intended to create third party beneficiary rights of each VCOC Equityholder. (b) In the event that the Company ceases to qualify as the case may be. Each VCOC Investor agrees to comply with Section 4.8 as if it were a party hereto, it being agreed and understood that any VCOC Investor that is not a party hereto shall be deemed a an “Representativeoperating company” (within the meaning of such term as it is used and defined in Section 4.8the first sentence of 29 C.F.R. § 2510.3-101(c)(1) of the Investor Party with which such VCOC Investor is affiliated. In Plan Asset Regulations), then the event a VCOC Investor transfers Company and each party hereto will cooperate in good faith to take all or any portion of its Company Securities reasonable action necessary to an affiliated entity provide that the investment (or to a direct or indirect wholly-owned conduit subsidiary at least 51% of any such affiliated entitythe investment valued at cost) that is intended of each VCOC Equityholder shall continue to qualify as a “venture capital operating company under the regulations issued by the Department of Labor at Section investment” (as defined in 29 C.F.R. § 2510.3-101 of Part 2510 of Chapter XXV, Title 29 101(d) of the Code of Federal Plan Asset Regulations, as the same may be amended from time to time (including corresponding provisions of succeeding regulations), such affiliated entity shall be afforded the same rights with respect to the Company and its Subsidiaries afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder. In the event the VCOC Investor is an Affiliate of an Investor Party as described in this Section 3.2, such Affiliate shall be afforded the same rights with respect to the Company and Desert Newco afforded to the Investor Parties under this Section 3.2 and shall be treated, for such purposes, as a third party beneficiary hereunder.

VCOC Rights. The Company and Desert Newco each hereby agree that, with (a) With respect to each Investor Party or any Affiliate H&F Continuing Member and, at the request of an Investor Party H&F Continuing Member, each Affiliate thereof that directly or indirectly has an interest in the CompanyCompany and that acknowledges and agrees to be bound by Section 11.6, Desert Newco, or any of their respective Subsidiaries in each case that is intended to qualify such investment as a “venture capital investmentoperating company” (as defined in the U.S. Department of Labor regulation codified at 29 C.F.R. Section 2510.3-01) Plan Asset Regulations (each such Investor Party and Affiliate referred to as each, a “VCOC InvestorEquityholder”), for so long as the VCOC Equityholder, directly or through one or more conduit Subsidiaries, continues to hold any Equity Securities of the Company (or any securities into which such Equity Securities may be converted or exchanged), in each case without limitation on, or prejudice to, of any of the other rights provided to any of the Investor Parties under this AgreementH&F Continuing Members hereunder, the Company and Desert Newco shall, subject with respect to each of the Company’s and Desert Newco’s respective reasonable restriction on the use and disclosure of such information and each of the Company’s and Desert Newco’s respective right to limit such disclosure to comply with applicable securities laws or their respective fiduciary dutiesVCOC Equityholder: (ai) Provide each such VCOC Investor Equityholder or its designated representative with: with the following: (iA) the right to visit and inspect any of the offices and properties of the Company, Desert Newco, Company and any of their respective its Subsidiaries and inspect and copy the books and records of the Company, Desert Newco Company and their respective its Subsidiaries, at such times as the VCOC Investor Equityholder shall reasonably request but not more frequently than once per quarter; request; (iiB) as soon as available and in any event within 90 60 days after the end of each quarter of the first three quarters of each fiscal year of the Company (or 120 days for fiscal year end)Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period or year then ended, as applicable, ended prepared in conformity with generally accepted accounting principles in the United States GAAP applied on a consistent basis, except as otherwise noted therein, and with respect subject to the absence of footnotes and to year end adjustments; (C) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end statement of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with GAAP applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation; and ; (iiiD) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding Indebtedness of the Company or such Subsidiary to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company, Desert Newco Company or any of their respective Subsidiaries such Subsidiary as soon as available; and (E) subject to Section 9.2(a)(iii) below, copies of all materials provided to the extent Managing Member at substantially the Company or any of its Subsidiaries is required by law or pursuant same time as provided to the terms Managing Member and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any outstanding indebtedness Subsidiary of the Company; provided that the Company or such Subsidiary shall be entitled to prepare exclude portions of such reportsmaterials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege. (bii) Make the Managing Member and appropriate officers and directors of the Company, Desert Newco, Company and their respective Subsidiaries, its Subsidiaries available periodically and at such times as reasonably requested by the such VCOC Investor Equityholder for consultation with each such VCOC Investor Equityholder or its designated representative but not more frequently than once per quarter with respect to matters relating to the business and affairs of the CompanyCompany and its Subsidiaries, Desert Newcoincluding significant changes in management personnel and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of plants and their respective Subsidiaries; andequipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement or compromise of significant litigation; (ciii) To the extent consistent with applicable law Law (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform each the VCOC Investor Equityholder or its designated representative in advance with respect to any significant corporate Company actions, including, without limitation, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, Desert Newco, or any of their respective Subsidiaries, and provide each the VCOC Investor Equityholder or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should actions; (iv) Give such VCOC Equityholder the VCOC Investor elect right to do so; provided, that the Company and Desert Newco shall be under no obligation to provide the VCOC Investor with material designate one non-public information voting board observer who will be entitled to attend all meetings of the board of directors of Managing Member and participate in all deliberations of the board of directors of Managing Member, provided that such observer shall have no voting rights with respect to any actions taken or elected not to be taken by the board of directors of Managing Member, and provided, further, that such significant corporate action.observer shall acknowledge and agree to be bound by Section 11.6 and the Company shall be entitled to exclude such observer from such portions of such a board meeting to the extent such observer’s presence would be reasonably likely to result in the waiver of attorney-client privilege; and (dv) Provide such VCOC Equityholder or its designated representative with such other rights of consultation which such VCOC Equityholder’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the Plan Assets Regulation. The Company and Desert Newco each agree agrees to consider, in good faith, the recommendations of the each VCOC Investor Equityholder or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The obligations of the Company or Desert Newco, set forth in this Section 9.2 are expressly intended to create third party beneficiary rights of each VCOC Equityholder. (b) In the event that the Company ceases to qualify as the case may be. Each VCOC Investor agrees to comply with Section 4.8 as if it were a party hereto, it being agreed and understood that any VCOC Investor that is not a party hereto shall be deemed a an “Representativeoperating company” (within the meaning of such term as it is used and defined in Section 4.8the first sentence of 29 C.F.R. § 2510.3-101(c)(1) of the Investor Party with which such VCOC Investor is affiliated. In Plan Asset Regulations), then the event a VCOC Investor transfers Company and each party hereto will cooperate in good faith to take all or any portion of its Company Securities reasonable action necessary to an affiliated entity provide that the investment (or to a direct or indirect wholly-owned conduit subsidiary at least 51% of any such affiliated entitythe investment valued at cost) that is intended of each VCOC Equityholder shall continue to qualify as a “venture capital operating company under the regulations issued by the Department of Labor at Section investment” (as defined in 29 C.F.R. § 2510.3-101 of Part 2510 of Chapter XXV, Title 29 101(d) of the Code of Federal Plan Asset Regulations, as the same may be amended from time to time (including corresponding provisions of succeeding regulations), such affiliated entity shall be afforded the same rights with respect to the Company and its Subsidiaries afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder. In the event the VCOC Investor is an Affiliate of an Investor Party as described in this Section 3.2, such Affiliate shall be afforded the same rights with respect to the Company and Desert Newco afforded to the Investor Parties under this Section 3.2 and shall be treated, for such purposes, as a third party beneficiary hereunder.