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

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP and all requirements of law shall be made of all dealings and transaction in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan Party, any of the properties of the Borrower Agent or such other Loan Party, (b) to examine the books of account of the Borrower Agent or such other Loan Party and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts 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 or, upon the occurrence and during the continuance of an Event of Default, such other Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (a) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year of the Borrower Agent, the Borrower Agent 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 (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year and the budgets presented for the current Fiscal Year of the Borrower Agent.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP generally accepted accounting principles and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Lender to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartySubsidiary, any of the properties of the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon the occurrence and during the continuance of or any such Lender may reasonably request. If a Default or an Event of Default, such other Lenders (coordinated through Default has occurred and is continuing or if access is necessary to preserve or protect the Collateral as determined by the Administrative Agent) may reasonably request; provided, howeverthe Borrower shall, thatand shall cause each of its Subsidiaries to, in provide such access to the case of clauses (a) Administrative Agent at all times and (b)without advance notice. Furthermore, so long as no any Default or Event of Default existshas occurred and is continuing, the Borrower and each of its Subsidiaries shall provide the Administrative Agent shall be limited with access to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, suppliers and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basiscustomers. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentBorrower, the Borrower Agent 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 (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon and the occurrence and during the continuance Collateral Agent on behalf of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers any Lender (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartyCredit Parties, any of the properties of the Borrower Agent or such other Loan Party, Credit Parties and the Collateral and (b) to examine the books of account of the Borrower Agent or such other Loan Party Credit Parties and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Credit Parties with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals (but not to exceed twice in any twelve-month period unless there is a Default or Event of Default, in which case such interval restriction shall no longer apply) and to such reasonable extent as the Administrative Agent orAgent, upon the occurrence and during the continuance of an Event of Default, any such other Lenders (coordinated through the Administrative Agent) Agent may reasonably request; provided, however, that, in . Notwithstanding the case foregoing or any other provision of clauses (a) and (b), so long as no Event of Default existsthis Agreement to the contrary, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (a) At a date to be mutually agreed upon between may require that the Administrative Agent and the Borrower Collateral Agent occurring on or prior not disclose information to the 120th day after the close of each Fiscal Year of any Lender that the Borrower Agent, the Borrower Agent will, at reasonably believes is a Competitor. (b) 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 (or a 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 a time and place reasonably acceptable that choose to the Administrative Agent at which meeting (or on such conference call or teleconference) will be reviewed participate, to review the financial results of the previous fiscal year and the financial condition of the Borrower Agent and its Subsidiaries for the previous Fiscal Year and the budgets presented for the current Fiscal Year fiscal year of the Borrower Agentand its Subsidiaries.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors Holdings and the each Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (entries in conformity in all material respects) entries in conformity respects with GAAP and all material requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors Holdings and the each Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of DefaultAgent, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) Collateral Agent or any Lender to visit and inspect, under guidance of officers of the Borrower Agent Holdings or such other Loan PartySubsidiary, any of the properties of the Borrower Agent Holdings or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent Holdings or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent Holdings or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent, the Collateral Agent or, upon the occurrence and during the continuance of an Event of Default, or any such other Lenders (coordinated through the Administrative Agent) Lender may reasonably request; provided, however, that, in request (provided that (i) the case frequency of clauses (a) and (b), so long as no Event such visits at the cost of Default exists, the Administrative Agent Credit Parties shall be limited to one two (2) times per each 12-month period and (ii) no such visit during any Fiscal Year limitation on the number of the visits shall apply if an Event of Default has occurred and is continuing). In addition, Holdings and each Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal yearwill, and will cause each Domestic Subsidiary shall maintain of its respective fiscal reporting Subsidiaries to, permit and provide all cooperation necessary for the Collateral Agent or its agents to conduct an initial field examination and collateral analysis after the Closing Date and thereafter field examinations and collateral analyses twice in each twelve-month period following the Closing Date and for any Permitted Acquisition, provided that no limitation on the present basisnumber of field examinations and collateral analyses shall apply if an Event of Default has occurred and is continuing. (ab) At a date to be mutually agreed upon between the Administrative Agent If requested by Agents, Holdings and the each Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year of the Borrower Agent, the Borrower Agent will, at the request of the Administrative Agent, will hold a meeting (or a quarterly conference call or teleconference) calls with all of the Lenders at a time and place reasonably acceptable to the Administrative Agent Lenders, at which meeting (or on such conference call or teleconference) calls will be reviewed the financial results of the Borrower Agent Holdings and its Subsidiaries for the previous Fiscal Year and the budgets and projections presented for the current Fiscal Year fiscal year of the Holdings and such other matters as may be reasonably requested by any Agent; provided that if an Event of Default has occurred and is continuing, Holdings and each Borrower Agentwill hold such conference calls no more frequently than once per month if requested by Agents.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activitiesactivities (including, without limitation, proper books and records with respect to the Material Local Credit Facilities). The Parent Guarantors and In addition to the requirements set forth in Section 5.01(n), the Borrower Agent will, and will cause each other Loan Party to, permit officers and designated representatives of any Lender or the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) Lender Financial Advisor at the expense of the Borrowers Borrower (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan Party, any of the properties of the Borrower Agent or such other Loan Party, (b) to examine the books of account of the Borrower Agent or such other Loan Party and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventory, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as any such Lender or the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, such other Lenders (coordinated through the Administrative Agent) Lender Financial Advisor may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent Lenders and the Lender Financial Advisor shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers Borrower at locations reasonably requested by such Lenders or Lender Financial Advisor through the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (a) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year of the Borrower Agent, the Borrower Agent 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 (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year and the budgets presented for the current Fiscal Year of the Borrower Agent.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the ----------------------------------------------- Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with GAAP generally accepted accounting principles and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative any Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Lender to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartySubsidiary, any of the properties of the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative such Agent or, upon the occurrence and during the continuance of an Event of Default, or such other Lenders (coordinated through the Administrative Agent) Lender may reasonably request; provided, however, that, in the case of clauses (a) and (b), provided that so long as no Default -------- or Event of Default existshas occurred and is continuing, the Administrative Agent each Lender shall be limited entitled to only one such visit during any Fiscal Year visitation and inspection right per fiscal quarter of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basisBorrower. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentBorrower, the Borrower Agent 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 (or on such conference call or teleconference) will shall be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent Holdings ----------------------------------------------- will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (entries in conformity in all material respects) entries in conformity respects with GAAP generally accepted accounting principles and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent Holdings will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Lender to visit and inspect, under guidance of officers of the Borrower Agent Holdings or such other Loan PartySubsidiary, any of the properties of the Borrower Agent Holdings or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent Holdings or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent Holdings or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, such other Lenders (coordinated through the Administrative Agent) or any Lender may reasonably request; provided, however, that, in the case of clauses provided that (ax) and (b), so -------- long as no Default or Event of Default existsshall have occurred and be continuing, no Lender may exercise such inspection rights more than once per fiscal quarter of Holdings and (y) with respect to any discussions with Holdings' or any of its Subsidiaries' independent accountants, the Administrative Agent or any such Lender shall be limited give Holdings or such Subsidiary an opportunity to one participate in such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basisdiscussions. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent Holdings occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentHoldings, the Borrower Agent Holdings 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 (or on such conference call or teleconference) will shall be reviewed the financial results of the Borrower Agent Holdings and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentHoldings.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent Aleris will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (entries which permit the preparation of consolidated financial statements of Aleris in accordance with GAAP and which conform in all material respects) entries in conformity with GAAP and respects to all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent . (b) Aleris will, and will cause each other Loan Party of its Subsidiaries to, permit officers the Collateral Agent and designated representatives of the Administrative Agent andor their respective agents to enter upon the premises of Aleris or any of its respective Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time at all upon the occurrence and during the continuance of an Event of Default, for the other Lenders purposes of (coordinated through i) inspecting the Administrative Agent) at the expense of the Borrowers (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan Party, any of the properties of the Borrower Agent or such other Loan PartyCollateral, (bii) to examine the books of account of the Borrower Agent or such other Loan Party inspecting and/or copying (at Aleris’ expense) any and discuss all records pertaining thereto, (iii) discussing the affairs, finances finances, accounts and accounts business of the Borrower Agent Aleris or such other Loan Party withSubsidiary with any officers, and be advised as to the same byemployees, its and their officers and directors or independent accountants and auditors of Aleris or such Subsidiary, (civ) to verify verifying Eligible Accounts 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 or, upon the occurrence and during the continuance of an Event of Default, such other Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) Inventory and (bv) conducting such appraisals and/or collateral examination in accordance with Section 9.01(k), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (ac) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year of the Borrower Agent, the Borrower Agent will, at Upon the request of the Administrative AgentAgent during each Fiscal Year, Aleris will 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 (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent Aleris and its Subsidiaries for the previous Fiscal Year and the budgets presented for the current Fiscal Year of the Borrower AgentYear.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP generally accepted accounting principles and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of any Agent or the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Required Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartySubsidiary, any of the properties of the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants accountants, (x) at any time a Default or Event of Default is in existence, upon prior notice and at such times and intervals and to such extent as such Agent or the Required Lenders may request and (cy) to verify Eligible Accounts and/or Eligible Inventoryat all other times, all upon reasonable prior notice and at such reasonable times and intervals (not to exceed one time per calendar year), and to such reasonable extent as such Agent or the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, such other Required Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentBorrower, the Borrower Agent 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 which are available to the Administrative Agent attend such meeting (either in person or by teleconference or other similar means), at which meeting (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the then current Fiscal Year fiscal year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP generally accepted accounting principles and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Bank to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartySubsidiary, any of the properties of the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent oror such Bank may reasonably request. In addition, the Borrower will, and will cause each of the Subsidiary Guarantors to, permit upon reasonable prior notice to the occurrence and during Borrower the continuance Agent to conduct, at Borrower's expense, an audit of the accounts receivable of the Credit Parties at such times (but no more frequently than once a year unless an Event of Default, such other Lenders (coordinated through Default shall have occurred and be continuing) as the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basisrequire. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentBorrower, the Borrower Agent willshall, 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 Banks at which meeting (or on such conference call or teleconference) will shall be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (entries in conformity in all material respects) entries in conformity respects with GAAP and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent Holdings will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Lender to visit and inspect, under guidance of officers of the Borrower Agent Holdings or such other Loan PartySubsidiary, any of the properties of the Borrower Agent Holdings or such other Loan PartySubsidiary, (b) and to examine the books and records, and make extracts thereof, of account Holdings or such Subsidiary, to inspect, review, evaluate and make test verifications and counts of the Borrower Agent or such Accounts, Inventory and other Loan Collateral of any Credit Party and discuss the affairs, finances and accounts of the Borrower Agent Holdings or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers employees, officers, advisors and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, such other Lenders (coordinated through the Administrative Agent) or any Lender may reasonably request; providedprovided that so long as no Default or Event of Default shall have occurred and be continuing, however, that, in the case of clauses (a) and (b)no Lender may exercise such inspection rights more than once per Fiscal Quarter. Furthermore, so long as no any Event of Default existshas occurred and is continuing, the Administrative Borrower shall provide Agent and each Lender with access to its suppliers and customers. Each Credit Party shall be limited make available to one Agent and its counsel reasonably promptly originals or copies of all books and records that Agent may reasonably request. Each Credit Party shall deliver any document or instrument necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties Credit Party, and shall maintain their fiscal reporting period duplicate records or supporting documentation on a March 31 fiscal yearmedia, including computer tapes and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basisdiscs owned by such Credit Party. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent Holdings occurring on or prior to the 120th day after the close of each Fiscal Year of the Borrower AgentHoldings, the Borrower Agent Holdings 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 (or on such conference call or teleconference) will be reviewed Borrower and Holdings shall review the financial results of the Borrower Agent Holdings and its Subsidiaries for the previous Fiscal Year and the budgets presented for the current Fiscal Year of the Borrower AgentHoldings.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (entries which permit the preparation of financial statements in all material respects) entries in conformity accordance with GAAP generally accepted accounting principles and which conform to all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon or the occurrence and during the continuance of an Event of Default, the other Required Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartySubsidiary, any of the properties of the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon or the occurrence and during the continuance of an Event of Default, such other Required Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Required Lenders (but not the Administrative Agent Agent) shall be limited to one such visit during in any Fiscal Year fiscal year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basisBorrower. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentBorrower, the Borrower Agent will, at the request of the Administrative Agent, hold a meeting (or a conference call or which meeting, to the extent agreed to by the Administrative Agent, may be by teleconference) with all of the Lenders at a time and place reasonably acceptable to the Administrative Agent at which meeting (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP and all requirements of law shall be made of all dealings and transaction in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party to, permit officers and designated representatives of the Administrative Agent Lead Lender and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers Borrower (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan Party, any of the properties of the Borrower Agent or such other Loan Party, (b) to examine the books of account of the Borrower Agent or such other Loan Party and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts 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 Lead Lender or, upon the occurrence and during the continuance of an Event of Default, such other Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent Lead Lender shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers Borrower at locations reasonably requested by the Administrative AgentLead Lender. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (a) At a date to be mutually agreed upon between the Administrative Agent Lead Lender and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year of the Borrower AgentBorrower, the Borrower Agent will, at the request of the Administrative AgentLead Lender, 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 Lead Lender at which meeting (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year and the budgets presented for the current Fiscal Year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP generally accepted accounting principles and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Lender to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartySubsidiary, any of the properties of the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, or any such other Lenders (coordinated through the Administrative Agent) Lender may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentBorrower, the Borrower Agent 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 (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower. (c) Following the delivery to the Administrative Agent of a notice pursuant to clause (i) of Section 8.01(i), the Borrower will promptly take all actions necessary to facilitate the Administrative Agent in obtaining a risk portfolio or environmental database report for each such facility, each of which such portfolio or report shall (x) be obtained at the Borrower’s expense upon notice of each new facility and (y) be prepared by an entity and in detail satisfactory to the Administrative Agent.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent Holdings will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (entries in all material respects) entries respects in conformity in all material respects with GAAP (and to the extent required by) generally accepted accounting principles and all applicable requirements of law shall be made of all dealings and transaction in relation to its business and activities. The Parent Guarantors and the Borrower Agent Holdings will, and will cause each other Loan Party of its Subsidiaries to, permit permit, upon reasonable notice to Holdings, officers and designated representatives of the Administrative Agent and, upon or the occurrence and during the continuance of an Event of Default, the other Required Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) to visit and inspect, under guidance of officers of the Borrower Agent Holdings or such other Loan PartySubsidiary, any of the properties of the Borrower Agent Holdings or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent Holdings or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent Holdings or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon or the occurrence and during the continuance of an Event of Default, such other Required Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, provided that only one such inspection may be conducted in the case any fiscal year of clauses (a) and (b), so long as no Holdings unless an Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basisis in existence. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th 150th day after the close of each Fiscal Year fiscal year of the Borrower Agent(commencing with Borrower’s fiscal year ending December 31, 2011), the Borrower Agent 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 (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent Holdings and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (ai) The Parent Guarantors Holdings and the Borrower Agent will, and will cause each of their Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent . (ii) Holdings will, and will cause each other Loan Party to, of its Subsidiaries to permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Lender to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan Partypersons, any of the properties of any Holdings Parent Entity, Holdings, the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of Holdings, the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Holdings Parent Entities, Holdings, the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice provided through the Administrative Agent and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, or any such other Lenders (coordinated Lender may reasonably request through the Administrative Agent) may reasonably requestAgent and at the expense of Holdings and the Borrower; provided, however, that, that (i) Holdings and the Borrower shall not be required to pay any such costs or expenses of the Administrative Agent or any Lenders in the case connection with any such inspections more than once per calendar year (except for any such inspections in connection with any Default or Event of clauses (aDefault) and (b), so long as no Event of Default exists, ii) the Administrative Agent shall be limited and the Lenders shall, at all times other than during the existence of a Default or Event of Default, exercise reasonable efforts to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal yearcoordinate visits and inspections so as to avoid unnecessary, multiple visits and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basisinspections. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent Holdings occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentHoldings, the Borrower Agent Holdings will, at the request of the Administrative Agent or the Required Lenders (through the Administrative Agent) and at the expense of the Borrower, 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 (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent Holdings and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentHoldings.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books of record and accounts in which full, true and correct (entries which permit the preparation of financial statements in accordance with U.S. GAAP and which conform in all material respects) entries in conformity with GAAP and respects to all requirements of law law, shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and, upon or the occurrence and during the continuance of an Event of Default, the other Required Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan PartySubsidiary, any of the properties of the Borrower Agent or such other Loan PartySubsidiary, (b) and to examine the books of account of the Borrower Agent or such other Loan Party Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or, upon or the occurrence and during the continuance of an Event of Default, such other Required Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentBorrower, the Borrower Agent will, at the request of the Administrative Agent, hold a meeting (or a conference call or which meeting, to the extent agreed to by the Administrative Agent, may be by teleconference) with to which all of the Lenders at a time have been invited and place reasonably acceptable to the Administrative Agent at which meeting (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of the Borrower AgentBorrower.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent Holdings will, and will cause each of their its Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct (in all material respects) entries in conformity with GAAP and all requirements of law shall be made of all dealings and transaction transactions in relation to its business and activities. The Parent Guarantors and the Borrower Agent Holdings will, and will cause each other Loan Party of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent Agent, the Collateral Monitors and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers any Lender (a) to visit and inspect, under guidance of officers of the Borrower Agent Holdings or such other Loan PartyRestricted Subsidiary, any of the properties of the Borrower Agent Holdings or such other Loan PartyRestricted Subsidiary, (b) to examine the books of account of the Borrower Agent Holdings or such other Loan Party Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower Agent Holdings or such other Loan Party Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventory, in each case once per year unless an Event of Default has occurred and is continuing, 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, upon the occurrence and during the continuance of an Event of Default, any such other Lenders (coordinated through the Administrative Agent) Lender may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basis. (ab) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent Holdings occurring on or prior to the 120th day after the close of each Fiscal Year of the Borrower AgentHoldings, the Borrower Agent Holdings will, at the request of the Administrative Agent, hold a meeting (or a conference call or teleconferenceteleconference in lieu of a meeting) with all of the Lenders at a time and place reasonably acceptable to the Administrative Agent at which meeting (or on such conference call or teleconference) will be reviewed the financial results of the Borrower Agent Holdings and its Subsidiaries for the previous Fiscal Year and the budgets presented for the current Fiscal Year of the Borrower AgentHoldings.

Books, Records and Inspections; Annual Meetings. (a) The Parent Guarantors and the Borrower Agent will, and will cause each of their its Subsidiaries to, keep proper books permit, upon reasonable prior notice to any officer of record and accounts in which fullthe Borrower, true and correct (in all material respects) entries in conformity with GAAP and all requirements of law shall be made of all dealings and transaction in relation to its business and activities. The Parent Guarantors and the Borrower Agent will, and will cause each other Loan Party to, permit officers and designated representatives of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, the other Lenders (coordinated through the Administrative Agent) at the expense of the Borrowers (a) or any Lender to visit and inspect, under guidance of officers of the Borrower Agent or such other Loan Party, inspect any of the properties or assets of the such Borrower Agent or such other Loan Partyany of its Subsidiaries in whomsoever’s possession, (b) and to examine the books of account of the Borrower Agent or such other Loan Party any of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower Agent or such other Loan Party of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and (c) to verify Eligible Accounts and/or Eligible Inventoryaccountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent oror such Lender may desire. (b) Without limiting the provisions of Section (a) the Borrower will, and will cause each of its Subsidiaries to, from time to time upon the request of the Agent, permit the Agent or professionals (including investment bankers, consultants, accountants, auditors, and appraisers) retained by the Agent to conduct appraisals, commercial finance examinations and other evaluations, including without limitation, of the assets included in the Borrowing Base and related financial information, such as sales, gross margins, payables, accruals and reserves, and will pay the reasonable fees and expenses of the Agent and such professionals with respect to such evaluations, provided that prior to the occurrence and during the continuance of an Event of Default, such other Lenders (coordinated through the Administrative Agent) may reasonably request; provided, however, that, in the case of clauses (a) and (b), so long as no Event of Default exists, the Administrative Agent shall be limited to one such visit during any Fiscal Year of the Borrower Agent at the expense of the Borrowers at locations reasonably requested by the Administrative Agent. The Loan Parties shall maintain their fiscal reporting period on not undertake a March 31 fiscal year, and each Domestic Subsidiary shall maintain its respective fiscal reporting period on the present basiscommercial financial examination more often than quarterly. (ac) At a date to be mutually agreed upon between the Administrative Agent and the Borrower Agent Workflow occurring on or prior to the 120th day after the close of each Fiscal Year fiscal year of the Borrower AgentWorkflow, the Borrower Agent willWorkflow shall, 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 (or on such conference call or teleconference) will shall be reviewed the financial results of the Borrower Agent Workflow and its Subsidiaries for the previous Fiscal Year fiscal year and the budgets presented for the current Fiscal Year fiscal year of Workflow (it being understood that Workflow shall not be responsible for paying the travel and lodging expenses of the Borrower Lenders in connection with their attending any such meeting). (d) At a date to be mutually agreed upon between the Agent and Workflow occurring on or prior to the 60th day after the close of each fiscal quarter of Workflow, Workflow shall, at the request of the Agent, hold a meeting with all of the Lenders at which meeting shall be reviewed (i) the financial results of Workflow and its Subsidiaries for the previous fiscal quarter and the fiscal year to date and the budgets presented for the current fiscal year of Workflow, (ii) the status of the operational and cost savings initiatives which Workflow and its Subsidiaries have implemented (or intend to implement), and (iii) the status of the implementation of the strategic alternatives being considered by Workflow and its Subsidiaries (it being understood that Workflow shall not be responsible for paying the travel and lodging expenses of the Lenders in connection with their attending any such meeting).