Common use of Books, Records and Inspections Clause in Contracts

Books, Records and Inspections. The Parent will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, any of the properties of the Parent or its Subsidiaries, and to examine the books of account of the Parent or such Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parent.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiaries, any of the properties of the Parent Borrower or its Subsidiaries, and to examine the books of account of the Parent Borrower or such Subsidiaries and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the ParentBorrower.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its the Restricted Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries, entries in conformity in all material respects with GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Borrower will, and will cause each of its the Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent and or the Required Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiariessuch Restricted Subsidiary, any of the properties of the Parent Borrower or its Subsidiariessuch Restricted Subsidiary, and to examine the books of account of the Parent Borrower or such Subsidiaries Restricted Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries Restricted Subsidiary with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may reasonably request; provided that, unless excluding any such visits and inspections during the continuation of an Event of Default exists Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and is continuing at such time, inspection rights of the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parentunder this sentence.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiaries, any of the properties of the Parent Borrower or its Subsidiaries, and to examine the books of account of the Parent Borrower or such Subsidiaries and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders such Lender may request; provided that, unless an so long as no Event of Default exists has occurred and is continuing at continuing, such timevisits, the Administrative Agent inspections and the Lenders examination shall not be entitled to request occur no more than two such visitations and/or examinations in any fiscal year of the Parent.frequently that once per calendar year

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its SubsidiariesSubsidiary Guarantor, any of the properties of the Parent Borrower or its Subsidiariesany Subsidiary Guarantor, and to examine the books of account of the Parent Borrower or such Subsidiaries Subsidiary Guarantor and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries Subsidiary Guarantor with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the ParentBorrower.

Books, Records and Inspections. The Parent will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Facility Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, any of the properties of the Parent or its Subsidiaries, and to examine the books of account of the Parent or such Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Facility Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Facility Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parent.

Books, Records and Inspections. The Parent Borrower will, and the Borrower will cause each of its the Restricted Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries, entries in conformity in all material respects with GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Borrower will, and the Borrower will cause each of its the Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent and or the Required Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiariessuch Restricted Subsidiary, any of the properties of the Parent Borrower or its Subsidiariessuch Restricted Subsidiary, and to examine the books of account of the Parent Borrower or such Subsidiaries Restricted Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries Restricted Subsidiary with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may reasonably request; provided that, unless excluding any such visits and inspections during the continuation of an Event of Default exists Default, (a) only the Administrative Agent on behalf of the Lenders may exercise visitation and is continuing at such time, inspection rights of the Administrative Agent and the Lenders shall not be entitled to request and (b) the Administrative Agent may exercise such rights no more than two such visitations and/or examinations once per fiscal year, in any fiscal year of the Parenteach case under this sentence.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books permit, upon reasonable notice to the Borrower specifying that the provisions of record and account in which fullthis Section 7.02 are being exercised, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and or the Required Lenders as a group to (at the Borrower's expense) visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, inspect any of the properties or assets of the Parent or Borrower and any of its SubsidiariesSubsidiaries in whomsoever's possession, and to examine (and at the Borrower's expense copy extracts from) the books of account of the Parent or such Borrower and any of its Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and, in and independent accountants (the presence of Borrower hereby authorizing such accountants to comply with the Parent, independent accountantsforegoing), all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided thatdesire, unless an it being understood and agreed that so long as no Event of Default exists and is continuing then in existence, only one representative of each Lender shall be permitted to participate at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations Borrower's expense in any fiscal year of the Parentsuch visitation, inspection and/or examination.

Books, Records and Inspections. The Parent will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, any of the properties of the Parent or its Subsidiaries, and to examine the books of account of the Parent or such Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parent.

Books, Records and Inspections. The Parent Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, entries in conformity with GAAP in all material respects with GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Company will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, at the Administrative Agent's own expense, as the case may be (or, if a Potential Event of Default or Event of Default is in existence, at the Company's expense), during regular business hours hours, upon reasonable advance notice and under guidance of officers of the Parent Company or any of its Subsidiariessuch Subsidiary, any of the properties of the Parent or Company and any of its Subsidiaries, and to examine the books of account of the Parent or such Company and any of its Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Company and any of its Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such any reasonable extent as the Administrative Agent or the Required Lenders may reasonably request; provided thatprovided, the Administrative Agent will not make any such visit or inspection more than once in each fiscal year unless an Event of Default exists has occurred and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parentcontinuing.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books permit, upon reasonable notice to an Authorized Officer of record and account in which fullthe Borrower, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of any Lead Agent or the Administrative Agent and the Required Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, inspect any of the properties or assets of the Parent or Borrower and any of its SubsidiariesSubsidiaries in whomsoever’s possession, and to examine the books of account of the Parent or such Borrower and any of its Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative any Lead Agent or the Required Lenders may requestdesire; provided that, the Borrower and its Subsidiaries shall only be required to use their commercially reasonably efforts to permit access to their respective assets not in the possession of the Borrower or any Subsidiary; and provided further that, unless an a Default or Event of Default exists and is continuing in existence at such time, the Administrative Agent and the Lenders time of a given request for inspection or visit pursuant to this Section 7.02 (in which case this proviso shall not be entitled applicable to request more than two such visitations and/or examinations inspection or visit), the Borrower shall only be responsible for fees, costs and expenses relating to only one such visit and inspection in any each fiscal year of the ParentBorrower.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries, entries which permit the preparation of financial statements in conformity accordance with GAAP and which conform in all material respects with GAAP and to all requirements of law, shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent At the expense of the Borrower, the Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its SubsidiariesRestricted Subsidiary, any of the properties of the Parent Borrower or its Restricted Subsidiaries, and to examine the books of account of the Parent Borrower or such its Restricted Subsidiaries and discuss the affairs, finances and accounts of the Parent Borrower or such its Restricted Subsidiaries with, and be advised as to the same by, its and their its officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance prior notice and at such reasonable times and intervals (during regular working hours) and to such reasonable extent as the Administrative Agent or the Required Lenders may reasonably request; provided thatprovided, however, that unless an Event of Default exists shall have occurred and is continuing at such timethen be continuing, the Administrative Agent and the Lenders shall not be entitled to may request more than two such visitations and/or examinations in only one inspection under this Section 8.2 during any fiscal year of the Parenttwelve month period.

Books, Records and Inspections. The Parent will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, any of the properties of the Parent or its Subsidiaries, and to examine the books of account of the Parent or such Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parent.

Books, Records and Inspections. The Parent U.S. Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries, entries in conformity in all material respects with GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent U.S. Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group or any Lender to visit and inspect, during regular business hours and under guidance of officers of the Parent U.S. Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of the Parent U.S. Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the Parent U.S. Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Parent U.S. Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance 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 (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may request; provided that, unless an Event exercise rights of Default exists and is continuing at such time, the Administrative Agent and the Lenders under this Section 9.02 and (b) the Administrative Agent shall not be entitled to request exercise such rights more than two such visitations and/or examinations twice in any fiscal year of the Parentcalendar year.

Books, Records and Inspections. The Parent Each Credit Party will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account account, in which full, true full and correct entries, in conformity in all material respects with GAAP and all requirements of law, entries shall be made of all dealings financial transactions and transactions the assets and business of such Credit Party or such Subsidiary, as the case may be, in relation accordance with GAAP; and (ii) permit, upon at least two Business Days’ notice to its business. The Parent willthe Borrower, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and or any of the Lenders as (only if such visits and inspections by a group Lender are coordinated through the Administrative Agent) to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, inspect any of the properties or assets of such Credit Party and/or its Subsidiaries in whomsoever’s possession (but only to the Parent extent such Credit Party or its Subsidiariessuch Subsidiary, and as applicable, has the right to do so to the extent in the possession of another Person), to examine the books of account of the Parent such Credit Party or such Subsidiaries Subsidiary, as applicable, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Parent or such Subsidiaries Credit Party and/or such Subsidiary, as applicable, with, and be advised as to the same by, its and their officers andand independent accountants and independent actuaries, in the presence of the Parent, independent accountantsif any, all upon reasonable advance notice and at such reasonable times during normal business hours and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.02 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default exists and is continuing only one (1) such time shall be at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the ParentBorrower’s expense.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries, entries in conformity in all material respects with GAAP and all requirements of law, law in all material respects shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Upon reasonable notice to the Borrower, the Borrower will, and will cause each of its Subsidiaries to, at the expense of the Lenders if no Event of Default shall then be in existence or at the expense of the Borrower if an Event of Default is then in existence, permit officers and designated representatives of the Administrative Agent and the Lenders as a group or any Lender to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of owned or leased by the Parent Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the Parent Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers and, in the presence and (if a Default or Event of Default shall have occurred and be continuing and subject to reasonable notice and an opportunity of one or more senior officers of the Parent, Borrower to be present) independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and (not to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more frequent than two such visitations and/or examinations once in any fiscal year of the Parent.Borrower for a given Lender or the

Books, Records and Inspections. The Parent Borrower will, and will ------------------------------ cause each of its Subsidiaries to, keep proper books permit, upon reasonable notice to the chief financial officer, controller or any other Authorized Officer of record and account in which full, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries to, permit the Borrower (i) officers and designated representatives of the Administrative Agent and or the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, inspect any of the properties or assets of the Parent or Borrower and any of its SubsidiariesSubsidiaries in whomsoever's possession, and to examine the books of account of the Parent or such Borrower and any of its Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided thatdesire and (ii) not more than two times per year (and in the event the Borrower is required to deliver Borrowing Base certificates pursuant to Section ------- 7.01(g) more frequently than monthly, unless four times per year and after an Event of ------- Default exists as often and is continuing at any time the Agent shall request) the Agent, or a third party designated by the Agent, to conduct, at the Borrower's expense, an audit of the accounts receivable and inventories of the Borrower and its Subsidiaries at such time, times as the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parentreasonably require.

Books, Records and Inspections. The Parent Each Borrower will, and will ------------------------------ cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, entries in conformity in all material respects with GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Each Borrower will, and will cause each of its Subsidiaries to, permit permit, upon reasonable notice to the chief financial officer or other Authorized Officer of such Borrower, officers and designated representatives of either Agent or the Administrative Agent and the Lenders as a group Required Banks to visit and inspect, during regular business hours and inspect under the guidance of officers of the Parent or any of its Subsidiaries, such Borrower any of the properties or assets of the Parent or such Borrower and any of its SubsidiariesSubsidiaries in whomsoever's possession, and to examine the books of account of the Parent or such Borrower and any of its Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative such Agent or the Required Lenders Banks may request; desire, provided that, unless an that -------- so long as no Default or Event of Default exists and is continuing at such timethen in existence, the Administrative Agent and Borrowers shall have the Lenders shall not be entitled right to request more than two such visitations and/or examinations participate in any fiscal year discussions of the ParentAgents or the Banks with any independent accountants of the Borrowers.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, entries in conformity in all material respects with GAAP generally accepted accounting principles and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Upon reasonable notice, the Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Lead Arranger, the Administrative Agent and or any Lender (at the Lenders expense of the Lead Arranger, the Administrative Agent or such Lender, as a group the case may be) to visit and inspect, during regular business hours and under guidance of officers of the Parent its or any of its Subsidiariessuch Subsidiary, any of the properties of the Parent Borrower or any of its Subsidiaries, and to examine the books of account of the Parent or such Borrower and any of its Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Borrower and any of its Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such timeLead Arranger, the Administrative Agent and or such Lender may reasonably request (provided that the Lenders Borrower shall not be entitled have the right to request more than two such visitations and/or examinations take part in any fiscal year of the Parentdiscussions with its independent accountants).

Books, Records and Inspections. The Parent willKeep, and will cause each Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of its Subsidiaries to, keep proper books of record and account financial statements in which full, true and correct entries, in conformity in all material respects accordance with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent willGAAP; permit, and will cause each Subsidiary to permit, on reasonable notice and at reasonable times and intervals (or at any time without notice during the existence of its Subsidiaries to, permit officers and designated representatives an Event of Default) the Administrative Agent or any Bank or any representative thereof to inspect the properties and operations of the Company and of such Subsidiary, provided that so long as no Event of Default or Unmatured Event of Default exists, neither the Administrative Agent nor any Bank shall make more than one such inspection during any calendar year; and permit, and cause each Subsidiary to permit, on reasonable notice and at reasonable times and intervals (or at any time without notice during the existence of an Event of Default), any Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Lenders Company hereby authorizes such independent auditors to discuss such financial matters with any Bank or the Administrative Agent or any representative so long as a group to visit and inspect, during regular business hours and under guidance of officers an officer of the Parent or any of its Subsidiaries, any of the properties of the Parent or its SubsidiariesCompany has a bona fide opportunity to be present at such discussion), and to examine (and, at the books of account expense of the Parent Company or such Subsidiaries and discuss the affairsapplicable Subsidiary, finances and accounts photocopy extracts from) any of its books or other corporate records. The Company agrees to pay the fees of its auditors incurred in connection with any reasonable exercise of the Parent rights of any Bank or such Subsidiaries with, and be advised as to the same by, its and their officers and, in the presence of the Parent, independent accountants, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled any representative thereof pursuant to request more than two such visitations and/or examinations in any fiscal year of the Parentthis Section.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, accounts in conformity in all material respects with U.S. GAAP and all requirements of lawApplicable Law or, shall be made with respect to the books of all dealings record and transactions accounts of a Subsidiary located outside the United States, in relation to accordance with the applicable accounting standards and legal requirements of its businesslocal jurisdiction. The Parent Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and or any Lender (to the Lenders as a group extent concurrent with any visit or inspections by the Administrative Agent) to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of the Parent Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account accounts of the Parent Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers and, in the presence of the Parent, independent accountantsofficers, all upon reasonable advance prior notice and at such reasonable times and intervals (not to exceed once per calendar year unless a Default or Event of Default shall have occurred and be continuing and then such inspections shall be limited to two per calendar year) and to such reasonable extent as the Administrative Agent or the Required Lenders any such Lender may reasonably request; provided that, unless an Event of Default exists and is continuing at such time, the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in any fiscal year of the Parent.

Books, Records and Inspections. (a) The Parent willBorrower shall, and will shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, in conformity in all material respects with GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Parent will, and will cause each of its Subsidiaries Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent, Collateral Agent and the Lenders as a group or any Lender, to visit and inspect, during regular business hours and under guidance of officers of the Parent or any of its Subsidiaries, inspect any of the properties Property of the Parent Borrower or its Subsidiariessuch Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books of account financial records of the Parent or Borrower and any such Subsidiaries Restricted Subsidiary and discuss the affairs, finances finances, accounts and accounts condition of the Parent Borrower or any such Subsidiaries with, and be advised as to the same by, Restricted Subsidiary with its and their officers andand independent accountants therefor, in the presence each case of the Parent, independent accountants, all foregoing upon reasonable advance notice and to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent, the Collateral Agent or the Required Lenders may request; provided thatdesire (and subject, unless an Event in the case of Default exists any such meetings or advice from such independent accountants, to such accountants’ customary policies and is continuing at such time, the procedures). The Administrative Agent and the Required Lenders shall not be entitled give the Borrower the opportunity to request more than two such visitations and/or examinations participate in any fiscal year of discussions with the ParentBorrower’s independent public accountants.

Books, Records and Inspections. The Parent Administrative Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries, entries in conformity in all material respects with GAAP and all requirements of law, law shall be made of all financial dealings and transactions in relation to its businessbusiness and activities. The Parent Administrative Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group or any Lender to visit and inspect, during regular business hours and under guidance of officers of the Parent Administrative Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of the Parent Administrative Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the Parent Administrative Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Parent Administrative Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance prior notice of no less than five Business days and at such reasonable times during normal business hours and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may request; provided that, unless an Event exercise rights of Default exists and is continuing at such time, the Administrative Agent and the Lenders under this Section 9.02 and (b) the Administrative Agent shall not be entitled to request exercise such rights more than two such visitations and/or examinations twice in any fiscal year of the Parentcalendar year.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries, entries in conformity in all material respects with GAAP or SAP, as the case may be, and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group or any Bank to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiariessuch Subsidiary, any of the properties or assets of the Parent Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or its Subsidiariessuch Subsidiary has the right to do so to the extent in the possession of another Person), and to examine the books of account of the Parent or such Borrower and any of its Subsidiaries and discuss the affairs, finances and accounts of the Parent or such Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers andand independent accountants and independent actuaries, in the presence of the Parent, independent accountantsif any, all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders such Bank may request; provided thatprovided, unless an that so long as no Event of Default exists has occurred and is continuing at continuing, such time, the Administrative Agent and the Lenders inspections shall not be entitled to request made more frequently than two such visitations and/or examinations in any fiscal year of the Parentsemi-annually.

Books, Records and Inspections. The Parent Borrower will, and will cause each of its Domestic Subsidiaries to, keep proper books of record and account accounts in which full, true and correct entries, entries in conformity in all material respects with GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The Parent Borrower will, and will cause each of its Domestic Subsidiaries to, permit officers and designated representatives of the Administrative Agent and the Lenders as a group or any Lender to visit and inspect, during regular business hours and under guidance of officers of the Parent Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of the Parent Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the Parent Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Parent Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers and, in the presence of the Parent, and independent accountants, all upon reasonable advance prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent (at the direction of the Required Lenders) or any such Lender may reasonably request (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuance of an Event of Default (a) only the Administrative Agent on behalf of and at the direction of the Required Lenders may request; provided that, unless an Event exercise rights of Default exists and is continuing at such time, the Administrative Agent and the Lenders under this Section 9.02 and (b) the Administrative Agent shall not be entitled to request exercise such rights more than two such visitations and/or examinations twice in any fiscal year of the Parentcalendar year.