Common use of Books, Records and Inspections Clause in Contracts

Books, Records and Inspections. The 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 generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The 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 Borrower or any of its Subsidiaries, any of the properties of the Borrower or its Subsidiaries, and to examine the books of account of the Borrower or such Subsidiaries and discuss the affairs, finances and accounts of the Borrower or such Subsidiaries with, and be advised as to the same by, its and their officers 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 Borrower.

Books, Records and Inspections. The Borrower 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 generally accepted accounting principles GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Borrower 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 Borrower Parent or any of its Subsidiaries, any of the properties of the Borrower Parent or its Subsidiaries, and to examine the books of account of the Borrower Parent or such Subsidiaries and discuss the affairs, finances and accounts of the Borrower Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and 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 BorrowerParent.

Books, Records and Inspections. The 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 generally accepted accounting principles GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The 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 Borrower or any of its Subsidiariessuch Restricted Subsidiary, any of the properties of the Borrower or its Subsidiariessuch Restricted Subsidiary, and to examine the books of account of the Borrower or such Subsidiaries Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiaries Restricted Subsidiary with, and be advised as to the same by, its and their officers 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 Borrowerunder this sentence.

Books, Records and Inspections. (a) The Borrower will, and will cause each of its Subsidiaries (other than any Immaterial 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 generally accepted accounting principles and all requirements of law, entries shall be made of all dealings financial transactions and transactions the assets and business of the Borrower or such Subsidiary, as the case may be, in relation to its business. accordance with GAAP. (b) The Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent and or any of the Lenders as a group to visit and inspect, during regular business hours and under guidance of officers of the Borrower or any of its Subsidiaries, inspect any of the properties or assets of the Borrower and 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 Borrower or such Subsidiaries and any of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower or such and of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountantsaccountants and independent actuaries, if any, all upon reasonable to the extent reasonably requested in advance notice and at such reasonable times and intervals and to such reasonable extent as by the Administrative Agent or any of the Required Lenders may request; and in any event no more than one time per year during normal business hours (provided that, unless that no such restrictions shall apply when an Event of Default exists has occurred and is continuing at continuing, except that any such time, the Administrative Agent and the Lenders shall not visit or inspection must be entitled to request more than two such visitations and/or examinations in any fiscal year of the Borrowerduring normal business hours).

Books, Records and Inspections. The 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 generally accepted accounting principles GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The 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 Borrower or any of its Subsidiaries, any of the properties of the Borrower or its Subsidiaries, and to examine the books of account of the Borrower or such Subsidiaries and discuss the affairs, finances and accounts of the Borrower or such Subsidiaries with, and be advised as to the same by, its and their officers 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 Borrower.frequently that once per calendar year

Books, Records and Inspections. The 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 generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The 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 Borrower or any of its SubsidiariesSubsidiary Guarantor, any of the properties of the Borrower or its Subsidiariesany Subsidiary Guarantor, and to examine the books of account of the Borrower or such Subsidiaries Subsidiary Guarantor and discuss the affairs, finances and accounts of the Borrower or such Subsidiaries Subsidiary Guarantor with, and be advised as to the same by, its and their officers 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 Borrower.

Books, Records and Inspections. The Borrower 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 generally accepted accounting principles GAAP and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Borrower 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 Borrower Parent or any of its Subsidiaries, any of the properties of the Borrower Parent or its Subsidiaries, and to examine the books of account of the Borrower Parent or such Subsidiaries and discuss the affairs, finances and accounts of the Borrower Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and 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 BorrowerParent.

Books, Records and Inspections. The 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 generally accepted accounting principles GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The 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 Borrower or any of its Subsidiariessuch Restricted Subsidiary, any of the properties of the Borrower or its Subsidiariessuch Restricted Subsidiary, and to examine the books of account of the Borrower or such Subsidiaries Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiaries Restricted Subsidiary with, and be advised as to the same by, its and their officers 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 Borrowereach case under this sentence.

Books, Records and Inspections. The Borrower 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 generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Borrower 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 Borrower Parent or any of its Subsidiaries, any of the properties of the Borrower Parent or its Subsidiaries, and to examine the books of account of the Borrower Parent or such Subsidiaries and discuss the affairs, finances and accounts of the Borrower Parent or such Subsidiaries with, and be advised as to the same by, its and their officers and 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 BorrowerParent.

Books, Records and Inspections. The 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 generally accepted accounting principles and to all requirements of law, shall be made of all dealings and transactions in relation to its businessbusiness and activities. The 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 Borrower or any of its SubsidiariesRestricted Subsidiary, any of the properties of the Borrower or its Restricted Subsidiaries, and to examine the books of account of the Borrower or such its Restricted Subsidiaries and discuss the affairs, finances and accounts of the Borrower or such its Restricted Subsidiaries with, and be advised as to the same by, its and their its officers 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 Borrowertwelve month period.

Books, Records and Inspections. The Borrower 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 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 Borrower 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 Borrower Company or any of its Subsidiariessuch Subsidiary, any of the properties of the Borrower or Company and any of its Subsidiaries, and to examine the books of account of the Borrower or such Company and any of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower or such Company and any of its Subsidiaries with, and be advised as to the same by, its and their officers 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 Borrowercontinuing.

Books, Records and Inspections. The 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 generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Borrower 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 Borrower or any of its Subsidiaries, inspect any of the properties or assets of the Borrower or and any of its SubsidiariesSubsidiaries in whomsoever’s possession, and to examine the books of account of the Borrower or such and any of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower or such and of any of its Subsidiaries with, and be advised as to the same by, its and their officers 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 Borrower.

Books, Records and Inspections. The 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 generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Borrower 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 Borrower or any of its Subsidiaries, inspect any of the properties or assets of the Borrower or 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 Borrower or such and any of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower or such and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountantsaccountants (the Borrower hereby authorizing such accountants to comply with the foregoing), 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 Borrowersuch visitation, inspection and/or examination.

Books, Records and Inspections. The 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 generally accepted accounting principles GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The 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 U.S. Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of the U.S. Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the U.S. Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the U.S. Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers 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 Borrowercalendar year.

Books, Records and Inspections. The 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 generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The the Borrower will, and will cause each of its Subsidiaries to, permit (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 Borrower or any of its Subsidiaries, inspect any of the properties or assets of the Borrower or and any of its SubsidiariesSubsidiaries in whomsoever's possession, and to examine the books of account of the Borrower or such and any of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower or such and of any of its Subsidiaries with, and be advised as to the same by, its and their officers 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 Borrowerreasonably require.

Books, Records and Inspections. The 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 generally accepted accounting principles GAAP and all requirements of law, law shall be made of all dealings and transactions in relation to its businessbusiness and activities. The 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 Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of the Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers 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 Borrowercalendar year.

Books, Records and Inspections. The 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 generally accepted accounting principles GAAP and all requirements of law, law shall be made of all financial dealings and transactions in relation to its businessbusiness and activities. The 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 Administrative Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of the Administrative Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the Administrative Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Administrative Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers 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 Borrowercalendar year.

Books, Records and Inspections. The 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 with GAAP and all requirements of law in all material respects with generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its businessbusiness and activities. The 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 Borrower or any of its Subsidiariessuch Subsidiary, any of the properties of owned or leased by the Borrower or its Subsidiariessuch Subsidiary, and to examine the books of account of the Borrower or such Subsidiaries Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiaries Subsidiary with, and be advised as to the same by, its and their officers 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 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 Borrower.Borrower for a given Lender or the

Books, Records and Inspections. The Borrower 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 generally accepted accounting principles and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Borrower 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 Borrower or any of its Subsidiaries, any of the properties of the Borrower 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 Borrower 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 Borrower rights of any Bank or such Subsidiaries with, and be advised as to the same by, its and their officers 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 any representative thereof pursuant to request more than two such visitations and/or examinations in any fiscal year of the Borrowerthis Section.