Common use of Books, Records and Inspections Clause in Contracts

Books, Records and Inspections. Holdings and the Borrowers will, and will cause each of 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 Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ notice to the Company, officers and designated representatives of any 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 Holdings and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 Holdings and any of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 occurrence and during the continuance of an Event of Default any of the Lenders may request (subject in all such cases to Section 11.14).

Books, Records and Inspections. Holdings and the Borrowers The Borrower will, and will cause each of their 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 Holdings, the Borrowers Borrower or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) GAAP; and (ii) permit, upon at least two five Business Days’ ' notice to the CompanyChief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of any the Administrative 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 Holdings the Borrower and any of its Subsidiaries in whomsoever’s 's possession (but only to the extent Holdings 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 Holdings 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 Holdings the Borrower 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 the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default any of the Lenders may request (subject in all such cases to Section 11.14)request.

Books, Records and Inspections. Holdings and the Borrowers The Borrower will, and will cause each of their 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 Holdings, the Borrowers Borrower or such SubsidiariesSubsidiary, as the case may be, in accordance with GAAP (if applicableexcept as to Foreign Subsidiaries, or such other foreign accounting principles applicable until they are required to any Foreign Subsidiary in its jurisdiction of organization) do so); and (ii) permit, upon at least two Business Days’ notice to the CompanyBorrower, officers and designated representatives of any the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, or any of the Lenders to visit and inspect any of the properties or assets of Holdings the Borrower and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 Holdings the Borrower and any of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings the Borrower 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 the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default or any of the Lenders may request (subject in all 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 cases to Section 11.14)inspection during each fiscal year.

Books, Records and Inspections. Each of Holdings and the Borrowers Borrower will, and will cause each of their 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 Borrowers Borrower or such SubsidiariesSubsidiary, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) GAAP; and (ii) permit, at reasonable times during regular business hours and upon at least two Business Days’ reasonable notice to the CompanyBorrower, officers and designated representatives of any the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, or any of the Lenders to visit and inspect any of the properties or assets of Holdings any Credit Party and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings such Credit Party 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 Holdings any Credit Party and any of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings such Credit Party 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 in each case, to the Credit Parties (it being agreed that extent an Authorized Officer is afforded the Credit Parties shall opportunity to be permitted to participate in any such access) present, all at such reasonable times and intervals and to such reasonable extent as any the Administrative Agent or, upon the occurrence and during the continuance of may request; provided that unless an Event of Default any 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 the Lenders may request (subject in all such cases to Section 11.14)Holdings.

Books, Records and Inspections. Holdings and the Borrowers The Borrower will, and will cause each of their 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 Holdings, the Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ reasonable notice to an Authorized Officer of the CompanyBorrower, officers and designated representatives of any Lead Agent or, upon or the occurrence and during the continuance of an Event of Default, any of the Required Lenders to visit and inspect any of the properties or assets of Holdings the Borrower and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings the Borrower 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 actuariesaccountants, 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 Lead Agent oror the Required Lenders may desire; provided that, upon the occurrence Borrower and during its Subsidiaries shall only be required to use their commercially reasonably efforts to permit access to their respective assets not in the continuance possession of an the Borrower or any Subsidiary; and provided further that, unless a Default or Event of Default any is in existence at the time of a given request for inspection or visit pursuant to this Section 7.02 (in which case this proviso shall not be applicable to such inspection or visit), the Borrower shall only be responsible for fees, costs and expenses relating to only one such visit and inspection in each fiscal year of the Lenders may request (subject in all such cases to Section 11.14)Borrower.

Books, Records and Inspections. Holdings and the Borrowers will, and will cause each of their 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 Holdingsits Subsidiaries to, the Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ reasonable notice to the Companychief financial officer or other Authorized Officer of Holdings, officers and designated representatives of any the Administrative Agent or, upon or the occurrence and during the continuance of an Event of Default, any of the Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of Holdings and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 actuariesaccountants, 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 the Administrative Agent or the Required Lenders may desire; provided that, excluding any Agent or, upon the occurrence such visits and inspections during the continuance 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 may request (subject in all such cases to Section 11.14)with any independent accountants of Holdings.

Books, Records and Inspections. Holdings will, and the Borrowers 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 their 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 Holdings, the Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ reasonable notice to the Companychief financial officer or other Authorized Officer of Holdings, officers and designated representatives of any Agent or, upon or the occurrence and during the continuance of an Event of Default, any of the Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of Holdings and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 Holdings and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 actuariesaccountants, 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 such Agent oror the Required Lenders may desire, upon the occurrence and during the continuance of an 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 may request (subject in all such cases to Section 11.14)with any independent accountants of Holdings.

Books, Records and Inspections. Holdings and the Borrowers The Borrower will, and will cause each of their 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 Holdings, the Borrowers Borrower or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) GAAP; and (ii) permit, upon at least two five Business Days’ ' notice to the CompanyChief Financial Officer or any other Authorized Officer of the Borrower, officers and designated representatives of any the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, or any of the Lenders to visit and inspect any of the properties or assets of Holdings the Borrower and any of its Subsidiaries in whomsoever’s 's possession (but only to the extent Holdings 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 Holdings the Borrower and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings the Borrower 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 the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default or any of the Lenders may request request; PROVIDED, that unless an Event of Default shall have occurred and be continuing or the Borrower shall otherwise agree (subject 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 all such cases to Section 11.14)any 12-month period.

Books, Records and Inspections. Holdings and the Borrowers will, and will cause each of their 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 HoldingsXxxxxx, the Borrowers 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, Alterra Capital or such Material Party, as the case may be; and (c) permit designated representatives of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss 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 accordance any discussion or meeting with GAAP (if applicablesuch independent accountants so long as no Event of Default then exists), or all at the expense of the Administrative Agent and at such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; reasonable times during normal business hours and (ii) permitas often as may be reasonably desired, upon at least two Business Days’ reasonable advance notice to Xxxxxx or the CompanyBorrowers, officers and designated representatives of any Agent oras the case may be; provided, upon the occurrence and that during the continuance of an Event of Default, the Administrative Agent (or any of its designated representatives) may do any of the Lenders to visit foregoing at the expense of Xxxxxx and inspect the Borrowers at any of the properties or assets of Holdings time during normal business hours and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 Holdings and any of its Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 occurrence and during the continuance of an Event of Default any of the Lenders may request (subject in all such cases to Section 11.14)without advance notice.

Books, Records and Inspections. Holdings and the Borrowers The Borrower will, and will cause each of their 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 Holdings, the Borrowers 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 (if applicablerelation to its business and activities. The Borrower will, or such other foreign accounting principles applicable to any Foreign Subsidiary in and will cause each of its jurisdiction of organization) ; and (ii) permitSubsidiaries to, upon at least two Business Days’ notice to the Company, permit officers and designated representatives of the Agent or any Agent or, upon the occurrence and during the continuance of an Event of Default, any of the Lenders 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 Holdings the Borrower and any of its Subsidiaries in whomsoever’s 's possession (but only to the extent Holdings 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 Holdings the Borrower and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings the Borrower 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 the Agent oror such Bank may request; provided, upon the occurrence and during the continuance of an that so long as no Event of Default any of the Lenders may request (subject in all has occurred and is continuing, such cases to Section 11.14)inspections shall not be made more frequently than semi-annually.

Books, Records and Inspections. Holdings will, ------------------------------- and the Borrowers 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 their 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 Holdings, the Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ reasonable notice to the Companychief financial officer or other Authorized Officer of Holdings, officers and designated representatives of any Agent or, upon or the occurrence and during the continuance of an Event of Default, any of the Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of Holdings and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 Holdings and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 actuariesaccountants, 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 such Agent or, upon or the occurrence and during the continuance of an Required Lenders may desire; 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 may request (subject in all such cases to Section 11.14)with any independent accountants of Holdings.

Books, Records and Inspections. Holdings and the Borrowers will, and will cause each of their 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 106 cause each of Holdingsits Subsidiaries to, the Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ reasonable notice to the Companychief financial officer or other Authorized Officer of Holdings, officers and designated representatives of any the Administrative Agent or, upon or the occurrence and during the continuance of an Event of Default, any of the Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of Holdings and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 actuariesaccountants, 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 the Administrative Agent or the Required Lenders may desire; provided that, excluding any Agent or, upon the occurrence such visits and inspections during the continuance 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 may request (subject in all such cases to Section 11.14)with any independent accountants of Holdings.

Books, Records and Inspections. Holdings and the The Borrowers will, and will cause each of 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 Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ notice to the Companyany Borrower, officers and designated representatives of any the 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 Holdings the Borrowers and any of its their Subsidiaries in whomsoever’s possession (but only to the extent Holdings such 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 Holdings the Borrowers and any of its their Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings the Borrowers and of any of its their 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 the Global Agent or, upon the occurrence and during the continuance of an Event of Default any of the Lenders may request (subject in all such cases to Section 11.14).. 110

Books, Records and Inspections. Holdings and the Borrowers will, and will cause each of their 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 Holdingsits Subsidiaries to, the Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ reasonable notice to the Companychief financial officer or other Authorized Officer of Holdings, officers and designated representatives of any Agent or, upon or the occurrence and during the continuance of an Event of Default, any of the Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of Holdings and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 Holdings and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 actuariesaccountants, 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 such Agent or, upon or the occurrence and during the continuance of an Required Lenders may desire; 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 may request (subject in all such cases to Section 11.14)with any independent accountants of Holdings.

Books, Records and Inspections. Holdings will, and the Borrowers 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 their 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 Holdings, the Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ; and (ii) permit, upon at least two Business Days’ reasonable notice to the Companychief financial officer or other Authorized Officer of Holdings, officers and designated representatives of any Agent or, upon or the occurrence and during the continuance of an Event of Default, any of the Required Lenders to visit and inspect under the guidance of officers of Holdings any of the properties or assets of Holdings and any of its Subsidiaries in whomsoever’s possession (but only to the extent Holdings 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 Holdings and any of its Subsidiaries, Subsidiaries and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of 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 actuariesaccountants, 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 such Agent or, upon or the occurrence and during the continuance of an Required Lenders may desire; 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 may request (subject in all such cases to Section 11.14)with any independent accountants of Holdings.

Books, Records and Inspections. Holdings and the The Borrowers will, and will cause each of 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 Borrowers or such Subsidiaries, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) ); and (ii) permit, upon at least two Business Days’ notice to the Companyany Borrower, officers and designated representatives of any the Global Agent or, upon the occurrence and during the continuance of an Event of Default, or any of the Lenders to visit and inspect any of the properties or assets of Holdings the Borrowers and any of its their Subsidiaries in whomsoever’s possession (but only to the extent Holdings such 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 Holdings the Borrowers and any of its their Subsidiaries, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings the Borrowers and of any of its their 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 the Global Agent or, upon the occurrence and during the continuance of an Event of Default or any of the Lenders may request (subject in all such cases to Section 11.14)request.

Books, Records and Inspections. Holdings and the Borrowers Each Credit Party will, and will cause each of their 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 Holdings, the Borrowers such Credit Party or such SubsidiariesRestricted Subsidiary, as the case may be, in accordance with GAAP (if applicable, or such other foreign accounting principles applicable to any Foreign Subsidiary in its jurisdiction of organization) GAAP; and (ii) permit, upon at least two Business Days’ notice to the Company, permit officers and designated representatives of any the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, or any of the Lenders to visit and inspect any of #4842-1976-9300 #4848-6974-4858 the properties or assets of Holdings and any of its Subsidiaries such Credit Party and/or such Restricted Subsidiary in whomsoever’s possession (but only to the extent Holdings such Credit Party or such Subsidiary Restricted Subsidiary, as applicable, has the right to do so to the extent in the possession of another Person), to examine the books of account of Holdings and any of its Subsidiariessuch Credit Party or such Restricted Subsidiary, as applicable, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of Holdings 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 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 the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default or any of the Lenders (through the Administrative Agent) may request request; provided, that such visits and inspections shall be limited to one (subject in 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 cases meetings, inspections and discussions and such discussions with any accountants shall be subject to Section 11.14)the execution of any customary indemnity, non-reliance letter or similar letter requested by such accountants.