Common use of Books, Records and Inspections; Annual Meetings Clause in Contracts

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting or a conference call with all of the Lenders at which meeting or a conference call shall be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Parent will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower Parent or such Subsidiary, any of the properties of the Borrower Parent or such Subsidiary, and to examine and make copies of the books of account of the Borrower Parent or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Parent or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, in person or via a telephonic conference call, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and Parent occurring on or prior to the Borrower120th day after the close of each fiscal year of Parent, the Borrower Parent will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower Parent and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the BorrowerParent.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Holdings will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Holdings will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender (i) to visit and inspect, under guidance of officers of the Borrower Borrowers or such Subsidiary, any of the properties of the Borrower Borrowers or such Subsidiary, Subsidiary and (ii) to examine and make copies of the books of account of the Borrower Borrowers or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Borrowers or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower will, at the request of the Administrative Agent, Holdings will within 120 days after the close of each fiscal year of Holdings, hold a meeting (which may be by conference call or teleconference), at a time and place selected by Holdings and reasonably acceptable to the Administrative Agent, with all of the Lenders at which meeting shall be reviewed that choose to participate, to review the financial results of the Borrower previous fiscal year and the financial condition of Holdings and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the BorrowerHoldings and its Subsidiaries.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Each Obligor will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted GAAP or other local or internationally recognized accounting principles standards and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Each Obligor will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or and any Co-Collateral Agent and, following the occurrence and continuation of an Event of Default, any Lender (a) to visit and inspect, under guidance of officers of the Borrower or such SubsidiaryGroup Member, any of the properties of the Borrower or such SubsidiaryGroup Member, and (b) to examine and make copies of the books of account of the Borrower or such Subsidiary Group Member and discuss the affairs, finances and accounts of the Borrower or such Subsidiary Group Member with, and be advised as to the same by, its and their officers and independent accountantsaccountants and (c) to verify Eligible Credit Card Receivables and/or Eligible Inventory, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent, any such Co-Collateral Agent or any such Lender may reasonably request. (b) . At a date to be mutually agreed upon between the Administrative Agent and the BorrowerObligors’ Agent occurring on or prior to the 120th day after the close of each Fiscal Year, the Borrower Obligors’ Agent will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower and its Subsidiaries Group Members for the previous fiscal year Fiscal Year and the budgets presented for the current fiscal year of the BorrowerFiscal Year.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative any Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative any such Agent or any such Lender may reasonably request; provided, however, so long as no Default or Event of Default has occurred and is continuing, neither any Agent nor any Lender may exercise its rights under this Section 9.02(a) more than once per calendar year. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Each Borrower will, and will cause each of its Subsidiaries to, keep proper books permit, upon reasonable prior notice to any officer of record and accounts in which fullsuch Borrower, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, inspect any of the properties or assets of the such Borrower or such Subsidiaryany of its Subsidiaries in whomsoever's possession, and to examine and make copies of the books of account of the such Borrower or such Subsidiary any of its Subsidiaries and discuss the affairs, finances and accounts of the such Borrower or such Subsidiary of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably requestdesire. (b) At a date to be mutually agreed upon between the Administrative Agent and Workflow occurring on or prior to the Borrower120th day after the close of each fiscal year of Workflow, the Borrower willWorkflow shall, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall be reviewed the financial results of the Borrower Workflow and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of Workflow (it being understood that Workflow shall not be responsible for paying the Borrowertravel and lodging expenses of the Lenders in connection with their attending any such meeting).

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent, the Collateral Agent or and, any Lender (a) to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, Subsidiary and (b) to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent, any such other Agent or any such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower will, at the request of the Administrative Agent, the Borrower will within 120 days after the close of each fiscal year of the Borrower, hold a meeting (which may be by conference call or teleconference), at a time and place selected by the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders at which meeting shall be reviewed that choose to participate, to review the financial results of the previous fiscal year and the financial condition of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the BorrowerBorrower and its Subsidiaries.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries Company and Target Company to, keep proper books of record and accounts in which full, true and correct entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries Company and Target Company to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower applicable Company or such SubsidiaryTarget Company, any of the properties of the Borrower any Company or such SubsidiaryTarget Company, and to examine and make copies of the books of account of the Borrower any Company or such Subsidiary Target Company and discuss the affairs, finances and accounts of the Borrower infoUSA Amended and Restated Credit Agreement that Company or such Subsidiary Target Company with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting or a conference call with all of the Lenders at which meeting or a conference call shall be reviewed the financial results of the Borrower and its Subsidiaries Companies for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting or a conference call with all of the Lenders at which meeting or a conference call shall be reviewed the financial results of the Borrower and its Subsidiaries Companies for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.. infoUSA Credit Agreement

Books, Records and Inspections; Annual Meetings. (a) The Holdings and the Borrower will, and the Borrower will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with (and to the extent required by) generally accepted accounting principles and all applicable requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Holdings and the Borrower will, and the Borrower will cause each of its Subsidiaries to, permit permit, upon reasonable notice to Holdings, officers and designated representatives of the Administrative Agent or any Lender the Required Lenders to visit and inspect, under guidance of officers of the Borrower Holdings or such Subsidiary, any of the properties of the Borrower Holdings or such Subsidiary, and to examine and make copies of the books of account of the Borrower Holdings or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender the Required Lenders may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 150th day after the close of each fiscal year of the Borrower (commencing with Borrower’s fiscal year ending December 31, 2007), the Borrower will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower Holdings and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements require-ments of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives representa-tives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals inter-vals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided that unless an Event of Default shall have occurred and be continuing, such visit and inspection by any Lender shall occur no more than one time per year. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent, the Collateral Agent or and any Lender (a) to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, Subsidiary and (b) to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent, any such other Agent or any such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower will, at the request of the Administrative Agent, the Borrower will within 120 days after the close of each fiscal year of the Borrower, hold a meeting (which may be by conference call or teleconference), at a time and place selected by the Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders at which meeting shall be reviewed that choose to participate, to review the financial results of the previous fiscal year and the financial condition of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the BorrowerBorrower and its Subsidiaries.

Books, Records and Inspections; Annual Meetings. (a) The Each Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Each Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the such Borrower or such Subsidiary, any of the properties of the such Borrower or such Subsidiary, and to examine and make copies of the books of account of the such Borrower or such Subsidiary and discuss the affairs, finances and accounts of the such Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the respective Borrower occurring on or prior to the 120th day after the close of each fiscal year of such Borrower, the such Borrower will, at the request of the Administrative AgentAgent or the Required Lenders, hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the such Borrower and its Subsidiaries for the previous fiscal year and the budgets forecasts presented for the current fiscal year of the such Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Each ----------------------------------------------- Credit Agreement Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Each Credit Agreement Party will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative any Agent or any Lender to visit and inspect, under guidance of officers of the Borrower Holdings or such Subsidiary, any of the properties of the Borrower Holdings or such Subsidiary, and to examine and make copies of the books of account of the Borrower Holdings or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative such Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between among the Syndication Agent, the Administrative Agent and Holdings occurring on or prior to the Borrower120th day after the close of each fiscal year of Holdings, the Borrower willHoldings shall, at the request of the Syndication Agent and the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall be reviewed the financial results of the Borrower Holdings and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the BorrowerHoldings.

Books, Records and Inspections; Annual Meetings. (a) The Borrower willHoldings shall, and will shall cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower willHoldings shall, and will shall cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender Bank to visit and inspect, under guidance of officers of the Borrower Holdings or such Subsidiary, any of the properties of the Borrower Holdings or such Subsidiary and, under guidance of officers of Holdings or such Subsidiary, and to examine and make copies of the books of account of the Borrower Holdings or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender Bank may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and Holdings occurring on or prior to the Borrower120th day after the close of each fiscal year of Holdings, the Borrower willHoldings shall, at the request of the Administrative Agent, hold a meeting with all of the Lenders Banks at which meeting shall be reviewed the financial results of the Borrower Holdings and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the BorrowerHoldings.

Books, Records and Inspections; Annual Meetings. (a) The ----------------------------------------------- Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender Bank to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times provided, unless a Default or an Event of Default has occurred and intervals and to such reasonable extent as -------- is continuing, neither the Administrative Agent or such Lender nor any Bank may reasonably requestexercise its rights under this sentence more than once in any fiscal year of the Borrower. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting with all of the Lenders Banks at which meeting shall be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request; provided, that unless an Event of Default shall have occurred and be continuing, such visit and inspection by any Lender shall occur no more than one time per year. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Holdings will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Holdings will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender Payee (i) to visit and inspect, under guidance of officers of the Borrower Holdings or such Subsidiary, any of the properties of the Borrower Holdings or such Subsidiary, Subsidiary and (ii) to examine and make copies of the books of account of the Borrower Holdings or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Holdings or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender Payee may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower will, at the request of the Administrative AgentPayee, Holdings will within 120 days after the close of each fiscal year of Holdings, hold a meeting (which may be by conference call or teleconference), at a time and place selected by Holdings and reasonably acceptable to the Payee, with all of the Lenders at which meeting shall be reviewed Payee, to review the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year financial condition of the BorrowerHoldings and its Subsidiaries.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Company will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Company will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower Company or such Subsidiary, any of the properties of the Borrower Company or such Subsidiary, and to examine and make copies of the books of account of the Borrower Company or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Company or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. In addition, the Company will, and will cause each of the other Credit Parties to, permit upon reasonable prior notice to the Company, the Agent (or an independent consultant retained by the Agent) to conduct, at the Company's expense, an audit of the accounts receivable, equipment and inventory of the Credit Parties and an appraisal of the Financed Equipment, in each case at such times (but no more frequently than once a year unless an Event of Default shall have occurred and be continuing) as the Agent or the Required Lenders shall reasonably require. (b) At a date to be mutually agreed upon between the Administrative Agent and the BorrowerCompany occurring on or prior to the 120th day after the close of each fiscal year of the Company, the Borrower willCompany shall, at the request of the Administrative Agent, hold a meeting with all of the Lenders at which meeting shall be reviewed the financial results of the Borrower Company and its Subsidiaries for the previous fiscal year and the budgets budget presented for the current fiscal year of the BorrowerCompany.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries toCompany, to keep proper books of record and accounts in which full, true and correct entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, Company to permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Subsidiaryapplicable Company, any of the properties of the Borrower or such Subsidiaryany Company, and to examine and make copies of the books of account of the Borrower or such Subsidiary any Company and discuss the affairs, finances and accounts of the Borrower or such Subsidiary that Company with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting or a conference call with all of the Lenders at which meeting or a conference call shall be reviewed the financial results of the Borrower and its Subsidiaries Companies for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Company will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Company will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent, any other Agent or and, upon the occurrence and during the continuance of any Event of Default, any Lender (a) to visit and inspect, under guidance of officers of Holdings, the Borrower Company or such Subsidiaryany Subsidiary of the Company, any of the properties of the Borrower Company or such its Subsidiary, and (b) to examine and make copies of the books of account of Holdings, the Borrower Company or such any Subsidiary of the Company and discuss the affairs, finances and accounts of Holdings, the Borrower Company or such any Subsidiary of the Company with, and be advised as to the same by, its and their officers and independent accountantsaccountants and (c) to verify Eligible Accounts, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent, any such other Agent or any such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the BorrowerCompany occurring on or prior to the 120th day after the close of each Fiscal Year of the Company, the Borrower Company will, at the request of the Administrative Agent, hold a meeting (or a conference call or teleconference) with all of the Lenders at a time and place reasonably acceptable to the Administrative Agent at which meeting shall (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Company and its Subsidiaries for the previous fiscal year Fiscal Year and the budgets presented for the current fiscal year Fiscal Year of the BorrowerCompany.

Books, Records and Inspections; Annual Meetings. (a) The Borrower Holdings will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Holdings will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender Payee (i) to visit and inspect, under guidance of officers of the Borrower Payer or such Subsidiary, any of the properties of the Borrower Payer or such Subsidiary, Subsidiary and (ii) to examine and make copies of the books of account of the Borrower Payer or such Subsidiary and discuss the affairs, finances and accounts of the Borrower Payer or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender Payee may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower will, at the request of the Administrative AgentPayee, Holdings will within 120 days after the close of each fiscal year of Holdings, hold a meeting (which may be by conference call or teleconference), at a time and place selected by Holdings and reasonably acceptable to the Payee, with all of the Lenders at which meeting shall be reviewed Payee, to review the financial results of the Borrower previous fiscal year and the financial condition of Holdings and its Subsidiaries for the previous fiscal year and the budgets presented for the current fiscal year of the BorrowerHoldings and its Subsidiaries.

Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with generally accepted accounting principles and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent (at the expense of the Borrower) or any Lender (at the expense of the Borrower) to visit and inspect, under guidance of officers of the Borrower or such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine and make copies of the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such the reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower willshall, at the request of the Administrative Agent, hold a meeting with to which all of the Lenders shall be invited to attend at the Borrower's expense, at which meeting shall be reviewed the financial results of the Borrower and its Subsidiaries for the previous fiscal year and the budgets most recent Budget presented for the current fiscal year of the Borrowerpursuant to Section 7.01(e).