Common use of Audits; Books and Records Clause in Contracts

Audits; Books and Records. The Administrative Agent may (and, at the request of the Required Lenders or, so long as the Insurer is the Controlling Class, the Insurer, shall) conduct physical audits, using the Administrative Agent's own personnel and/or agents employed on the Administrative Agent's behalf, of the assets of the Borrower as often as the Administrative Agent may reasonably deem necessary or desirable, the results of which the Administrative Agent shall (subject to the last proviso of this sentence) promptly report to the Lenders; provided, that, at any time prior to the occurrence of a Default, the Administrative Agent shall conduct not more than one physical audit in any one fiscal year of the Borrower; and provided, further, that upon the occurrence and during the continuance of a Default, the Administrative Agent may engage in any number of physical audits which the Administrative Agent, the Required Lenders or, so long as the Insurer is the Controlling Class, the Insurer deem necessary or desirable; and provided, further, that any of the CP Conduits, if an annual audit described above has not been conducted or if such audit does not satisfy the requirements of its internal guidelines with respect thereto (as so certified by such CP Conduit), may, at its own cost and expense if such audit is as a result of an audit not satisfying the requirements of its internal guidelines, request and conduct an audit satisfying such requirements. The Borrower shall keep proper books and records reflecting all of its business affairs and transactions in accordance with GAAP and permit the Insurer (so long as the Insurer is the Controlling Class), the Administrative Agent and the Lenders, on reasonable notice and at reasonable times and intervals during ordinary business hours, to visit all of its offices and to discuss its financial matters with officers of the Borrower and its independent public accountants. The Borrower shall permit the Administrative Agent and, so long as the Insurer is the Controlling Class, the Insurer on reasonable notice and at reasonable times and intervals during ordinary business hours, to examine and make copies of any of the books or other records of the Borrower. The Borrower shall pay any reasonable fees of such independent public accountants or otherwise incurred in connection with the exercise by the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer of its rights pursuant to this Section 6.1.9.

Audits; Books and Records. The Administrative Agent may (and, at the request of the Required Lenders or, so long as the Insurer is the Controlling Class, the InsurerLenders, shall) conduct physical audits, using the Administrative Agent's own personnel and/or agents employed on the Administrative Agent's behalf, of the assets of the Borrower as often as the Administrative Agent may reasonably deem necessary or desirable, the results of which which, in any case where such audit has been conducted by a third-party agent, the Administrative Agent shall (subject to the last proviso of this sentence) promptly report to the Lenders; provided, that, at any time prior to the occurrence of a Default, the Administrative Agent shall conduct not more than one physical audit in any one fiscal year of the Borrower; and provided, further, that upon the occurrence and during the continuance of a Default, the Administrative Agent may engage in any number of physical audits which the Administrative Agent, Agent or the Required Lenders or, so long as the Insurer is the Controlling Class, the Insurer deem necessary or desirable; and provided, further, that any of the CP Conduits, if an annual audit described above has not been conducted or if such audit does not satisfy the requirements of its internal guidelines with respect thereto (as so certified by such CP Conduit), may, at its own cost and expense if such audit is as a result of an audit not satisfying the requirements of its internal guidelines, request and conduct an audit satisfying such requirements. The Borrower shall keep proper books and records reflecting all of its business affairs and transactions in accordance with GAAP and permit the Insurer (so long as the Insurer is the Controlling Class), the Administrative Agent and the Lenders, on reasonable notice and at reasonable times and intervals during ordinary business hours, to visit all of its offices and to discuss its financial matters with officers of the Borrower and its independent public accountants. The Borrower shall permit the Administrative Agent and, so long as the Insurer is the Controlling Class, the Insurer on reasonable notice and at reasonable times and intervals during ordinary business hours, to examine and make copies of any of the books or other records of the Borrower. The Borrower shall pay any reasonable fees of such independent public accountants or otherwise incurred in connection with the exercise by the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer of its rights pursuant to this Section 6.1.9.

Audits; Books and Records. The Administrative Agent may (and, at the request of the Required Lenders or, so long as the Insurer is the Controlling Class, the InsurerLender, shall) conduct physical auditsaudits at the expense of the Borrower, using the Administrative Agent's own personnel and/or agents employed on the Administrative Agent's behalf, of the assets of the Borrower as often as the Administrative Agent may reasonably deem necessary or desirable, the results of which which, in any case where such audit has been conducted by a third- party agent, the Administrative Agent shall (subject to the last proviso of this sentence) promptly report to the LendersLender; provided, that, provided that at any time prior to the occurrence of a Default, the Administrative Agent may conduct only one (1) audit per annum and the Borrower shall conduct be obligated to pay only the accounting and other similar costs directly incurred by the Lender in connection with such audit (and not more than one physical audit in any one fiscal year travel, expense, food, entertainment and rooming charges of any employee of the Borrower; Lender), including the reasonable and provided, further, that upon the occurrence documented out-of-pocket costs and during the continuance expenses of a Default, the Administrative Agent may engage in any number third-party agents of physical audits which the Administrative Agent, the Required Lenders or, so long as the Insurer is the Controlling Class, the Insurer deem necessary or desirable; and provided, further, that any of the CP Conduits, if an annual audit described above has not been conducted or if such audit does not satisfy the requirements of its internal guidelines with respect thereto (as so certified by such CP Conduit), may, at its own cost and expense if such audit is as a result of an audit not satisfying the requirements of its internal guidelines, request and conduct an audit satisfying such requirements. The Borrower shall keep proper books and records reflecting all of its business affairs and transactions in accordance with GAAP and permit the Insurer (so long as the Insurer is the Controlling Class), the Administrative Agent and the LendersLender, on reasonable no less than five (5) Business Days prior notice and at reasonable times and intervals during ordinary business hours, to visit all of its offices and to discuss its financial matters with officers of the Borrower and its independent public accountants. The Borrower shall permit the Administrative Agent andAgent, so long as the Insurer is the Controlling Class, the Insurer on reasonable notice and at reasonable times and intervals during ordinary business hours, to examine and make copies of any of the books or other records of the Borrower. The Borrower shall pay any reasonable fees of such independent public accountants or otherwise incurred in connection with the exercise by the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer of its rights pursuant to this Section 6.1.9.. Section 6.1.10

Audits; Books and Records. The Administrative Agent may (and, at the request of the Required Lenders or, so long as the Insurer is the Controlling Class, the InsurerLenders, shall) conduct physical audits, using the Administrative Agent's ’s own personnel and/or agents employed on the Administrative Agent's ’s behalf, of the assets of the Borrower as often as the Administrative Agent may reasonably deem necessary or desirable, the results of which which, in any case where such audit has been conducted by a third-party agent, the Administrative Agent shall (subject to the last proviso of this sentence) promptly report to the Lenders; provided, that, at any time prior to the occurrence of a Default, the Administrative Agent shall conduct not more than one physical audit in any one fiscal year of the Borrower; and provided, further, that upon the occurrence and during the continuance of a Default, the Administrative Agent may engage in any number of physical audits which the Administrative Agent, Agent or the Required Lenders or, so long as the Insurer is the Controlling Class, the Insurer deem necessary or desirable; and provided, further, that any of the CP Conduits, if an annual audit described above has not been conducted or if such audit does not satisfy the requirements of its internal guidelines with respect thereto (as so certified by such CP Conduit), may, at its own cost and expense if such audit is as a result of an audit not satisfying the requirements of its internal guidelines, request and conduct an audit satisfying such requirements. The Borrower shall keep proper books and records reflecting all of its business affairs and transactions in accordance with GAAP and permit the Insurer (so long as the Insurer is the Controlling Class), the Administrative Agent and the Lenders, on reasonable notice and at reasonable times and intervals during ordinary business hours, to visit all of its offices and to discuss its financial matters with officers of the Borrower and its independent public accountants. The Borrower shall permit the Administrative Agent and, so long as the Insurer is the Controlling Class, the Insurer on reasonable notice and at reasonable times and intervals during ordinary business hours, to examine and make copies of any of the books or other records of the Borrower. The Borrower shall pay any reasonable fees of such independent public accountants or otherwise incurred in connection with the exercise by the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer of its rights pursuant to this Section 6.1.9.