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, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person), to examine the books of account of the Borrower and any of its Subsidiaries, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent may request.

Books, Records and Inspections. The Borrower Holdings and the Borrowers will, and will cause each of its their Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of Holdings, the Borrower Borrowers or such Subsidiaries, as the case may be, in accordance with GAAPGAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least five two Business Days' ’ notice to the Chief Financial Officer or any other Authorized Officer of the BorrowerCompany, officers and designated representatives of any Agent or, upon the Administrative Agent occurrence and during the continuance of an Event of Default, any of the Lenders to visit and inspect any of the properties or assets of the Borrower Holdings and any of its Subsidiaries in whomsoever's ’s possession (but only to the extent the Borrower Holdings or such Subsidiary has the right to do so to the extent in the possession of another personPerson), to examine the books of account of the Borrower Holdings and any of its Subsidiaries, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and use commercially reasonable efforts to grant access to independent accountants and independent actuaries, if any, of the Credit Parties (it being agreed that the Credit Parties shall be permitted to participate in any such access) all at such reasonable times and intervals and to such reasonable extent as any Agent or, upon the Administrative Agent occurrence and during the continuance of an Event of Default any of the Lenders may requestrequest (subject in all such cases to Section 11.14).

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such SubsidiariesSubsidiary, as the case may be, in accordance with GAAPGAAP (except as to Foreign Subsidiaries, until they are required to do so); and (ii) permit, upon at least five two Business Days' ’ notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's ’s possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another personPerson), to examine the books of account of the Borrower and any of its Subsidiaries, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request; provided that unless an Event of Default has occurred and is continuing, the Lenders and their designated representatives shall be limited to one such inspection during each fiscal year.

Books, Records and Inspections. The Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and materially correct entries shall be made of all financial transactions and the assets and business of Holdings, the Borrower or such SubsidiariesSubsidiary, as the case may be, in accordance with GAAP; and (ii) permit, at reasonable times during regular business hours and upon at least five Business Days' reasonable notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower any Credit Party and any of its Subsidiaries in whomsoever's ’s possession (but only to the extent the Borrower such Credit Party or such Subsidiary has the right to do so to the extent in the possession of another personPerson), to examine the books of account of the Borrower any Credit Party and any of its Subsidiaries, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower such Credit Party and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, in each case, to the extent an Authorized Officer is afforded the opportunity to be present, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent may request; provided that unless an Event of Default has occurred and is continuing or unless otherwise agreed to by the Borrower or Holdings (as applicable) in their reasonable good faith, the Administrative Agent and its designated representatives shall be limited to one such inspection each during each fiscal year of Holdings.

Books, Records and Inspections. The Borrower Holdings will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, account in which full full, true and correct entries in conformity with GAAP and all requirements of law shall be made of all financial dealings and transactions in relation to its business and the assets activities. Holdings will, and business will cause each of the Borrower or such Subsidiariesits Subsidiaries to, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' reasonable notice to the Chief Financial Officer chief financial officer or any other Authorized Officer of the BorrowerHoldings, officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of the Borrower Holdings and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)’s possession, and to examine the books of account of the Borrower Holdings and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may requestdesire; provided that, excluding any such visits and inspections during the continuation of a Default or an Event of Default, neither the Administrative Agent nor the Required Lenders shall conduct such visits or inspections more often than two times during any calendar year (or such greater number of times as the US Borrower may agree to from time to time); and provided further that, so long as no Default or Event of Default is then in existence, Holdings shall have the right to participate in any discussions of the Administrative Agent or the Lenders with any independent accountants of Holdings.

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, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such SubsidiariesSubsidiary, as the case may be, in accordance with GAAP; . (b) The Borrower will, and (ii) permitwill cause each of its Subsidiaries to, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, permit officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's ’s possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another personPerson), to examine the books of account of the Borrower and any of its Subsidiaries, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable the extent as reasonably requested in advance by the Administrative Agent may requestor any of the Lenders and in any event no more than one time per year during normal business hours (provided that no such LEGAL02/37021070v10 -79- restrictions shall apply when an Event of Default has occurred and is continuing, except that any such visit or inspection must be during normal business hours).

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such 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 and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request; PROVIDED, that unless an Event of Default shall have occurred and be continuing or the Borrower shall otherwise agree (which agreement must be made on a basis of equivalent access by all Lenders), no individual Lender may require any such visit, inspection or examination on more than one occasion in any 12-month period.

Books, Records and Inspections. The Borrower Holdings 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 with GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. Holdings will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' reasonable notice to the Chief Financial Officer chief financial officer or any other Authorized Officer of the BorrowerHoldings, officers and designated representatives of any Agent or the Administrative Agent Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of the Borrower Holdings and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of the Borrower Holdings and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such reasonable extent as such Agent or the Administrative Agent Required Lenders may requestdesire; provided that so long as no Default or Event of Default is then in existence, Holdings shall have the right to participate in any discussions of the Agents or the Lenders with any independent accountants of Holdings.

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, account in which full full, true and correct entries shall be made of in conformity in all financial transactions and the assets and business of the Borrower material respects with GAAP or such SubsidiariesSAP, as the case may be, and all requirements of law shall be made of all dealings and transactions in accordance with GAAP; relation to its business and (ii) permitactivities. The Borrower will, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer and will cause each of the Borrowerits Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Bank to visit and inspect inspect, during regular business hours and under guidance of officers of the Borrower or such Subsidiary, any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another personPerson), and to examine the books of account of the Borrower and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Bank may request; provided, that so long as no Event of Default has occurred and is continuing, such inspections shall not be made more frequently than semi-annually.

Books, Records and Inspections. The 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 in conformity with GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. Each Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' reasonable notice to the Chief Financial Officer chief financial officer or any other Authorized Officer of the such Borrower, officers and designated representatives of either Agent or the Administrative Agent Required Banks to visit and inspect under the guidance of officers of such Borrower any of the properties or assets of the such Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of the such Borrower and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the such Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such reasonable extent as such Agent or the Administrative Agent Required Banks may requestdesire, provided that -------- so long as no Default or Event of Default is then in existence, the Borrowers shall have the right to participate in any discussions of the Agents or the Banks with any independent accountants of the Borrowers.

Books, Records and Inspections. The Borrower Each Credit Party will, and will cause each of its Subsidiaries Restricted Subsidiary to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower such Credit Party or such SubsidiariesRestricted Subsidiary, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, permit officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of #4842-1976-9300 #4848-6974-4858 the properties or assets of the Borrower and any of its Subsidiaries such Credit Party and/or such Restricted Subsidiary in whomsoever's ’s possession (but only to the extent the Borrower such Credit Party or such Subsidiary Restricted Subsidiary, as applicable, has the right to do so to the extent in the possession of another personPerson), to examine the books of account of the Borrower and any of its Subsidiariessuch Credit Party or such Restricted Subsidiary, as applicable, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries such Credit Party and/or such Restricted Subsidiary, as applicable, with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders (through the Administrative Agent) may request; provided, that such visits and inspections shall be limited to one (1) visit and inspection per fiscal year so long as no Event of Default has occurred and is continuing; provided, further, that a Responsible Officer of the Borrower shall be afforded a reasonable opportunity to be present during all such meetings, inspections and discussions and such discussions with any accountants shall be subject to the execution of any customary indemnity, non-reliance letter or similar letter requested by such accountants.

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP, in the case of the Borrower, or which are reconcilable to a GAAP presentation, in the case of any Subsidiary; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person), and to examine (and make copies of or take extracts from) the books of account of the Borrower and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request.

Books, Records and Inspections. The Borrower willDo the following, and will cause each of its Subsidiaries to, to do the following: (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP, in the case of the Borrower, or which are reconcilable to a GAAP presentation, in the case of any Subsidiary; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Responsible Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another personPerson), and to examine (and make copies of or take extracts from) the books of account of the Borrower and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent Exhibit 10.3 actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request.

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP, in the case of the Borrower, or which are reconcilable to a GAAP presentation, in the case of any Subsidiary; and (ii) permit, upon at least five two Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person), and to examine (and make copies of or take extracts from) the books of account of the Borrower and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request.

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 with GAAP (or, in the case of any Foreign Subsidiary, in accordance with local accounting standards) 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, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent, any Co-Agent or any Bank to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account and other financial and operating records (including, without limitation, any "letters of material weakness" submitted by independent accountants) of the Borrower and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their the officers and independent accountants and independent actuaries, if anyof the Borrower or such Subsidiary, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent, any Co-Agent or any Bank may request.

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, (ia) keep Maintain proper books of record and account, in which full materially complete, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower Xxxxxx, Alterra Capital or such SubsidiariesMaterial Party, as the case may be; (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Xxxxxx, in accordance with GAAPAlterra Capital or such Material Party, as the case may be; and (iic) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and permit designated representatives of the Administrative Agent to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)properties, to examine the books of account of the Borrower its corporate, financial and any of its Subsidiariesoperating records, and to make copies thereof and take extracts or abstracts therefrom, and to discuss the its affairs, finances and accounts with its directors, officers, and independent public accountants (provided that Xxxxxx or the Borrowers, as the case may be, shall be given the opportunity to participate in any discussion or meeting with such independent accountants so long as no Event of Default then exists), all at the expense of the Borrower Administrative Agent and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times during normal business hours and intervals and as often as may be reasonably desired, upon reasonable advance notice to such reasonable extent Xxxxxx or the Borrowers, as the case may be; provided, that during the continuance of an Event of Default, the Administrative Agent (or any of its designated representatives) may requestdo any of the foregoing at the expense of Xxxxxx and the Borrowers at any time during normal business hours and without advance notice.

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP, in the case of the Borrower, or which are reconcilable to GAAP, in the case of any Subsidiary; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such 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 and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries (the Borrower having been offered an opportunity to be present by telephone or in person for any discussions with such independent accountants or independent actuaries), if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request.

Books, Records and Inspections. The Borrower Holdings will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, account in which full full, true and correct entries in conformity with GAAP and all requirements of law shall be made of all financial dealings and transactions in relation to its business and the assets activities. Holdings will, and business will cause each of the Borrower or such Subsidiariesits Subsidiaries to, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' reasonable notice to the Chief Financial Officer chief financial officer or any other Authorized Officer of the BorrowerHoldings, officers and designated representatives of any Agent or the Administrative Agent Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of the Borrower Holdings and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of the Borrower Holdings and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such reasonable extent as such Agent or the Administrative Agent Required Lenders may requestdesire; provided that so long as no Default or Event of Default is then in existence, Holdings shall have the right to participate in any discussions of the Agents or the Lenders with any independent accountants of Holdings.

Books, Records and Inspections. The Borrower will, and will ------------------------------ cause each of its Subsidiaries Subsidiaries, if any, to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' reasonable notice to the Chief Financial Officer chief financial officer, controller or any other Authorized Officer of the BorrowerBorrower (except when a Default or Event of Default has occurred and is continuing, in which case, no notice shall be required) (x) officers and designated representatives of any Agent or the Administrative Agent Required Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries Subsidiaries, if any, in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of the Borrower and any of its Subsidiaries, and to make copies thereof and take extracts therefromif any, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries Subsidiaries, if any, with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable reason- able times and intervals and to such reasonable extent as any Agent or the Administrative Required Lenders may desire and (y) if an Event of Default has occurred and is continuing, any Agent, or a third party designated by such Agent, to conduct, at the Borrower's expense, an audit of the accounts receivable and inventories of the Borrower and its Subsidiaries, if any, at such times as such Agent may requestshall reasonably require.

Books, Records and Inspections. The Borrower Holdings 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 with GAAP and all requirements of law shall be made of all 112 dealings and transactions in relation to its business and activities. Holdings will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' reasonable notice to the Chief Financial Officer chief financial officer or any other Authorized Officer of the BorrowerHoldings, officers and designated representatives of any Agent or the Administrative Agent Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of the Borrower Holdings and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of the Borrower Holdings and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such reasonable extent as such Agent or the Administrative Agent Required Lenders may requestdesire; provided that so long as no Default or Event of Default is then in existence, Holdings shall have the right to participate in any discussions of the Agents or the Lenders with any independent accountants of Holdings.

Books, Records and Inspections. The Borrower Holdings will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, account in respect of the Collateral in which full complete, true and correct entries in conformity with GAAP and all applicable requirements of law shall be made of all financial dealings and transactions in relation to the Collateral. Holdings will, and the assets and business will cause each of the Borrower or such Subsidiariesits Subsidiaries to, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer chief financial officer or any other Authorized Officer of Holdings or the Borrower, (x) officers and designated representatives of the Administrative Agent or any Bank to visit and inspect any of the properties or assets of the Borrower Holdings and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of the Borrower Holdings and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any Bank may requestdesire and (y) the Administrative Agent, at the request of the Required Banks, to conduct, at Holdings' and the Borrower's expense, an audit of the accounts receivable and/or inventories of the Borrower and its Subsidiaries at such times (but no more frequently than once a year unless an Event of Default has occurred and is continuing) as the Required Banks shall reasonably require.

Books, Records and Inspections. The Borrower Holdings will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, account in which full full, true and correct entries in conformity with GAAP in all material respects and all requirements of law shall be made of all financial dealings and transactions in relation to its business and the assets activities. Holdings will, and business will cause each of the Borrower or such Subsidiariesits Subsidiaries to, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect inspect, at the Administrative Agent's or such other Lender's own expense, as the case may be (or, if a Default or Event of Default is in existence, at Holdings' expense), during regular business hours, upon reasonable advance notice and under guidance of officers of Holdings or such Subsidiary, any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person), to examine the books of account of the Borrower Holdings and any of its Subsidiaries, and to make copies thereof examine the books of account of Holdings and take extracts therefrom, any of its Subsidiaries and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such any reasonable extent as the Administrative Agent or any Lender may reasonably request; PROVIDED that all such visits and inspections by each Lender shall be limited to one such inspection and visit per Lender in each year (except when a Default or Event of Default has occurred and is continuing, in which case there shall be no limitations on such inspections and visits).

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, , (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP, in the case of the Borrower, or which are reconcilable to GAAP, in the case of any Subsidiary; and (ii) permit, upon at least five Business Days' notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such 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 and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries (the Borrower having been offered an opportunity to be present by telephone or in person for any discussions with such independent accountants or independent actuaries), if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders may request.

Books, Records and Inspections. The Borrower Holdings 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 with GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. Holdings will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five Business Days' reasonable notice to the Chief Financial Officer chief financial officer or any other Authorized Officer of the BorrowerHoldings, officers and designated representatives of any Agent or the Administrative Agent Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of the Borrower Holdings and any of its Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of the Borrower Holdings and any of its Subsidiaries, Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Holdings and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if anyaccountants, all at such reasonable times and intervals and to such reasonable extent as such Agent or the Administrative Agent Required Lenders may requestdesire, provided that so long as no Default or Event of -------- Default is then in existence, Holdings shall have the right to participate in any discussions of the Agents or the Lenders with any independent accountants of Holdings.

Books, Records and Inspections. The Borrower Borrowers will, and will cause each of its their Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower Borrowers or such Subsidiaries, as the case may be, in accordance with GAAPGAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least five two Business Days' ’ notice to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Global Agent or, upon the occurrence and during the continuance of an Event of Default, any of the Lenders to visit and inspect any of the properties or assets of the Borrower Borrowers and any of its their Subsidiaries in whomsoever's ’s possession (but only to the extent the such Borrower or such Subsidiary has the right to do so to the extent in the possession of another personPerson), to examine the books of account of the Borrower Borrowers and any of its their Subsidiaries, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower Borrowers and of any of its their Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Global Agent or, upon the occurrence and during the continuance of an Event of Default any of the Lenders may requestrequest (subject in all such cases to Section 11.14).

Books, Records and Inspections. The Subject to Section 13.14, the Borrower will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower or such Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit, upon at least five two Business Days' ’ notice (or without notice if an Event of Default exists) to the Chief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in whomsoever's ’s possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person), to examine the books of account of the Borrower and any of its Subsidiaries, and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals (or at any time if an Event of Default exists) and to such reasonable extent as the Administrative Agent or any of the Lenders may request. All such visits and inspections shall be at the Borrower’s cost and expense, provided that so long as no Event of Default is in existence, the Borrower shall not be required to pay for more than two such visits in any calendar year.

Books, Records and Inspections. The Borrower Holdings will, and will cause each of its Subsidiaries to, (i) keep proper true books of record records and account, accounts in which full and correct entries shall will be made of all their business transactions, and will reflect in its financial transactions statements adequate accruals and the assets and business of the Borrower or such Subsidiariesappropriations to reserves, as the case may be, all in accordance with GAAP; . Holdings will, and (ii) will cause each of its Subsidiaries to, permit, upon at least five Business Days' reasonable prior notice to the Chief Financial Officer chief financial officer, controller, chief accounting officer or any other Authorized Officer of either of Holdings or the Borrower, officers and or designated representatives of the Administrative Agent Lenders to visit and inspect any of the properties or assets of Holdings, the Borrower and any of its their Subsidiaries in whomsoever's possession (but only to the extent the Borrower or such Subsidiary has the right to do so to the extent in the possession of another person)possession, and to examine the books of account of Holdings, the Borrower and any of its Subsidiaries, their Subsidiaries and to make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings, the Borrower and of any of its their Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any(in the presence of such officers), all at such reasonable times during regular business hours and intervals and to such reasonable extent as the Administrative Agent Lenders may reasonably request; provided that, upon the occurrence and during the continuation of an Event of Default, no prior notice is required to be given for any such visit or inspection.