Common use of Inspection; Keeping of Books and Records Clause in Contracts

Inspection; Keeping of Books and Records. The Borrower will, and will cause each Restricted Subsidiary to, permit the Agents and the Lenders, by their respective representatives and agents (at reasonable times and upon reasonable advance written notice, so long as no Default or Event of Default has occurred and is continuing) to inspect (including without limitation to conduct an annual field examination of) any of its Property, including, without limitation, an audit by the Administrative Agent or professionals (including consultants and accountants) retained by the Administrative Agent of the Borrower’s practices in the computation of the Borrowing Base, inspection and audit of the Collateral, books and financial records of the Borrower and each Loan Party, to examine and make copies of the books of accounts and other financial records of the Borrower and each Loan Party, and to discuss the affairs, finances and accounts of the Borrower and each Loan Party with, and to be advised as to the same by, their respective officers. The Borrower shall keep and maintain, and cause each of its Restricted Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, the Borrower, upon either Agent's request, shall turn over copies of any such records to such Agent or its representatives. The Borrower shall pay the fees and expenses of the Administrative Agent and such professionals with respect to such examinations, audits and evaluations; provided, that, the Administrative Agent shall undertake only one (1) field examination/audit during any period of twelve (12) consecutive months at the Borrower’s expense. Notwithstanding the foregoing, in addition to the field examinations and audits described above, the Administrative Agent may have additional field examinations and audits done if an Event of Default shall have occurred and be continuing, at the Borrower’s expense.

Inspection; Keeping of Books and Records. The Borrower Company will, and will cause each Restricted Subsidiary to, permit the Agents and the Lendersholders of Notes, by their respective representatives and agents (at reasonable times and upon reasonable advance written notice, so long as no Default or Event of Default has occurred and is continuing) to inspect (including without limitation to conduct an annual field examination of) any of its Property, including, without limitation, an audit by the Administrative Agent or professionals (including consultants and accountants) retained by the Administrative Agent Required Holders of the BorrowerCompany’s practices in the computation of the Borrowing Base, inspection and audit of the Collateral, books and financial records of the Borrower Company and each Loan other Credit Party, to examine and make copies of the books of accounts account and other financial records of the Borrower Company and each Loan other Credit Party, and to discuss the affairs, finances and accounts of the Borrower Company and each Loan other Credit Party with, and to be advised as to the same by, their respective officersofficers and their independent public accountants. The Borrower Company shall keep and maintain, and cause each of its Restricted Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a an Event of Default has occurred and is continuing, the BorrowerCompany, upon either Agent's the Required Holders’ request, shall turn over copies of any such records to such Agent the Required Holders or its their representatives. The Borrower Without limiting the Company’s obligations under Section 15, the Company shall pay the fees and expenses of the Administrative Agent holders of the Notes and such professionals with respect to such examinations, audits and evaluations; provided, that, that the Administrative Agent Required Holders shall undertake only one (1) field examination/audit during any period of twelve (12) consecutive months at the BorrowerCompany’s expense. Notwithstanding the foregoing, in addition to the field examinations and audits described above, the Administrative Agent Required Holders may have additional field examinations and audits done if an Event of Default shall have occurred and be continuing, at the BorrowerCompany’s expense.

Inspection; Keeping of Books and Records. The Borrower will, and will cause each Restricted Subsidiary to, permit the Agents and the Lenders, by their respective representatives and agents (at reasonable times and upon reasonable advance written notice, so long as no Default or Event of Default has occurred and is continuing) to inspect (including without limitation to conduct an annual field examination of) any of its Property, including, without limitation, an audit by the Administrative Agent or professionals (including consultants and accountants) retained by the Administrative Agent of the Borrower’s practices in the computation of the Borrowing Base, inspection and audit of the Collateral, books and financial records of the Borrower and each Loan Party, to examine and make copies of the books of accounts and other financial records of the Borrower and each Loan Party, and to discuss the affairs, finances and accounts of the Borrower and each Loan Party with, and to be advised as to the same by, their respective officers. The Borrower shall keep and maintain, and cause each of its Restricted Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, the Borrower, upon either Agent's ’s request, shall turn over copies of any such records to such Agent or its representatives. The Borrower shall pay the fees and expenses of the Administrative Agent and such professionals with respect to such examinations, audits and evaluations; provided, that, the Administrative Agent shall undertake only one (1) field examination/audit during any period of twelve (12) consecutive months at the Borrower’s expense. Notwithstanding the foregoing, in addition to the field examinations and audits described above, the Administrative Agent may have additional field examinations and audits done if an Event of Default shall have occurred and be continuing, at the Borrower’s expense.

Inspection; Keeping of Books and Records. The Borrower Company will, and will cause each Restricted Subsidiary to, permit the Agents and the Lendersholders of Notes, by their respective representatives and agents (at reasonable times and upon reasonable advance written notice, so long as no Default or Event of Default has occurred and is continuing) to inspect (including without limitation to conduct an annual field examination of) any of its Property, including, without limitation, including an audit by the Administrative Agent or professionals (including consultants and accountants) retained by the Administrative Agent Required Holders of the BorrowerCompany’s practices in the computation of the Borrowing Base, inspection and audit of the Collateral, books and financial records of the Borrower Company and each Loan other Credit Party, to examine and make copies of the books of accounts account and other financial records of the Borrower Company and each Loan other Credit Party, and to discuss the affairs, finances and accounts of the Borrower Company and each Loan other Credit Party with, and to be advised as to the same by, their respective officersofficers and their independent public accountants. The Borrower Company shall keep and maintain, and cause each of its Restricted Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a an Event of Default has occurred and is continuing, the BorrowerCompany, upon either Agent's the Required Holders’ request, shall turn over copies of any such records to such Agent the Required Holders or its their representatives. The Borrower Without limiting the Company’s obligations under Section 15, the Company shall pay the fees and expenses of the Administrative Agent holders of the Notes and such professionals with respect to such examinations, audits and evaluations; provided, that, that the Administrative Agent Required Holders shall undertake only one (1) field examination/audit during any period of twelve (12) consecutive months at the BorrowerCompany’s expense. Notwithstanding the foregoing, in addition to the field examinations and audits described above, the Administrative Agent Required Holders may have additional field examinations and audits done if an Event of Default shall have occurred and be continuing, at the BorrowerCompany’s expense.

Inspection; Keeping of Books and Records. The Borrower will, and Obligors will cause each Restricted Subsidiary to, permit the Agents and the Lendersholders of Notes, by their respective representatives and agents (at reasonable times and upon reasonable advance written notice, so long as no Default or Event of Default has occurred and is continuing) to inspect (including without limitation to conduct an annual field examination of) any of its PropertyProperty located in the United States and the United Kingdom, including, without limitation, including an audit by the Administrative Agent or professionals (including consultants and accountants) retained by the Administrative Agent Required Holders of the BorrowerCompany’s practices in the computation of the Borrowing BaseERC, inspection and audit of the CollateralTransaction Security, books and financial records of the Borrower Company and each Loan Partyother Obligor, to examine and make copies of the books of accounts account and other financial records of the Borrower Company and each Loan Partyother Obligor, and to discuss the affairs, finances and accounts of the Borrower Company and each Loan Party other Obligor with, and to be advised as to the same by, their respective officersofficers and their independent public accountants. The Borrower Company shall keep and maintain, and cause each of its Restricted Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP (or in accordance with the accounting principles prevailing in the jurisdiction of any Obligor other than the Company) shall be made of all dealings and transactions in relation to their respective businesses and activities. If a an Event of Default has occurred and is continuing, the BorrowerCompany, upon either Agent's the Required Holders’ request, shall turn over copies of any such records to such Agent the Required Holders or its their representatives. The Borrower Without limiting the Company’s obligations under Section 15, the Company shall pay the fees and expenses of the Administrative Agent holders of the Notes and such professionals with respect to such examinations, audits and evaluations; provided, that, that the Administrative Agent Required Holders shall undertake only one (1) field examination/audit during any period of twelve (12) consecutive months at the BorrowerCompany’s expense. Notwithstanding the foregoing, in addition to the field examinations and audits described above, the Administrative Agent Required Holders may have additional field examinations and audits done if an Event of Default shall have occurred and be continuing, at the BorrowerCompany’s expense.

Inspection; Keeping of Books and Records. The Borrower Company will, and will cause each Restricted Subsidiary to, permit the Agents and the Lendersholders of Notes, by their respective representatives and agents (at reasonable times and upon reasonable advance written notice, so long as no Default or Event of Default has occurred and is continuing) to inspect (including without limitation to conduct an annual field examination of) any of its Property, including, without limitation, an audit by the Administrative Agent or professionals (including consultants and accountants) retained by the Administrative Agent Required Holders of the BorrowerCompany’s practices in the computation of the Borrowing Base, inspection and audit of the Collateral, books and financial records of the Borrower Company and each Loan other Credit Party, to examine and make copies of the books of accounts account and other financial records of the Borrower Company and each Loan other Credit Party, and to discuss the affairs, finances and accounts of the Borrower Company and each Loan other Credit Party with, and to be advised as to the same by, their respective officersofficers and their independent public accountants. The Borrower Company shall keep and maintain, and cause each of its Restricted Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a an Event of Default has occurred and is continuing, the BorrowerCompany, upon either Agent's the Required Holders’ request, shall turn over copies of any such records to such Agent the Required Holders or its their representatives. The Borrower Without limiting the Company’s obligations under Section 15, the Company shall pay the fees and expenses of the Administrative Agent holders of the Notes and such professionals with respect to such examinations, audits and evaluations; provided, that, that the Administrative Agent Required Holders shall undertake only one (1) field examination/audit during any period of twelve (12) consecutive months at the BorrowerCompany’s expense. Notwithstanding the foregoing, in addition to the field examinations and audits described above, the Administrative Agent Required Holders may have additional field examinations and audits done if an Event of Default shall have occurred and be continuing, at the BorrowerCompany’s expense.” (d) Section 9.2 is amended and restated, as follows:

Inspection; Keeping of Books and Records. The Borrower will, and will cause each Restricted Subsidiary to, permit the Agents and the Lenders, by their respective representatives and agents (at reasonable times and upon reasonable advance written notice, so long as no Default or Event of Default has occurred and is continuing) to inspect (including without limitation to conduct an annual field examination of) any of its Property, including, without limitation, an audit by the Administrative Agent or professionals (including consultants and accountants) retained by the Administrative Agent of the Borrower’s practices in the computation of the Borrowing Base, inspection and audit of the Collateral, books and financial records of the Borrower and each Loan Party, to examine and make copies of the books of accounts and other financial records of the Borrower and each Loan Party, and to discuss the affairs, finances and accounts of the Borrower and each Loan Party with, and to be advised as to the same by, their respective officers. The Borrower shall keep and maintain, and cause each of its Restricted Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, the Borrower, upon either Agent's ’s request, shall turn over copies of any such records to such Agent or its representatives. The Borrower shall pay the fees and expenses of the Administrative Agent and such professionals with respect to such examinations, audits and evaluations; provided, that, the Administrative Agent shall undertake only one (1) field examination/audit during any period of twelve (12) consecutive months at the Borrower’s expense. Notwithstanding the foregoing, in addition to the field examinations and audits described above, the Administrative Agent may have additional field examinations and audits done if an Event of Default shall have occurred and be continuing, at the Borrower’s expense.