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 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 Aleris will, and will cause each of 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 conformity accordance with generally accepted accounting principles GAAP and which conform in all material respects to all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower Aleris will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Collateral Agent or the Administrative Agent or their respective agents to enter upon the premises of Aleris or any Lender of its respective Subsidiaries at any time and from time to visit time, during normal business hours and inspectupon reasonable notice under the circumstances, under guidance and at any time at all upon the occurrence and during the continuance of officers an Event of Default, for the Borrower purposes of (i) inspecting the Collateral, (ii) inspecting and/or copying (at Aleris’ expense) any and all records pertaining thereto and (iii) discussing the affairs, finances, accounts and business of Aleris or such Subsidiary with any officers, employees, directors or independent auditors of Aleris 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 Upon the request of the Administrative AgentAgent during each Fiscal Year of Aleris, Aleris will hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower Aleris and its Subsidiaries 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 Each of Holdings and each other Borrower will, and will cause each of its their respective Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity sufficient to permit Holdings to comply 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 Each of Holdings and each other Borrower will, and will cause each of its their respective 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 Holdings or such Subsidiary, any of the properties of the Borrower Holdings or such Subsidiary, and (b) 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 accountantsaccountants 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, 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 Holdings occurring on or prior to the Borrower120th day after the close of each fiscal year of Holdings, the Borrower Holdings 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 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 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 Borrower will, and will cause each of its Subsidiaries to, permit permit, upon reasonable notice to the Borrower, 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 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 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 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 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 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 Aleris will, and will cause each of 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 conformity accordance with generally accepted accounting principles GAAP and which conform in all material respects to all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower . (b) Aleris will, and will cause each of its Subsidiaries to, permit officers the Collateral Agent and designated representatives of the Administrative Agent or their respective agents to enter upon the premises of Aleris or any Lender of its respective Subsidiaries at any time and from time to visit time, during normal business hours and inspectupon reasonable notice under the circumstances, under guidance and at any time at all upon the occurrence and during the continuance of officers an Event of Default, for the Borrower purposes of (i) inspecting the Collateral, (ii) inspecting and/or copying (at Aleris’ expense) any and all records pertaining thereto, (iii) discussing the affairs, finances, accounts and business of Aleris or such Subsidiary with any officers, employees, directors or independent auditors of Aleris or such Subsidiary, any of the properties of the Borrower or (iv) verifying Eligible Accounts and/or Eligible Inventory and (v) conducting 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 requestappraisals and/or collateral examination in accordance with Section 9.01(k). (bc) At a date to be mutually agreed upon between the Administrative Agent and the Borrower, the Borrower will, at Upon the request of the Administrative AgentAgent during each Fiscal Year, Aleris will hold a meeting with all of the Lenders at which meeting shall will be reviewed the financial results of the Borrower Aleris and its Subsidiaries 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 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 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.