Common use of Maintaining Records; Access to Properties and Inspections; Annual Meetings Clause in Contracts

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of Borrower and its Subsidiaries with officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountants. (c) Within 120 days after the end of each fiscal year of Borrower, at the request of the Administrative Agent, hold a meeting (at a mutually agreeable location, venue and time or, at the option of Borrower, by conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in . Holdings will permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of designated by the Administrative Agent (accompanied by representatives of or any Lender that shall elect to participate(in coordination with the Administrative Agent) to visit and inspect the financial records and the property of Holdings and its Subsidiaries at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Administrative Agent or any of its books and records at any reasonable time and Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees of Borrower thereof and its Subsidiaries andadvisors therefor (including independent accountants); provided that, so long as the Administrative Agent no Default has occurred and is continuing, only two such visits and inspections during each fiscal year of Holdings shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountantsbe at Borrowers’ expense. (cb) Within 120 105 days after the end of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting or conference call (at a mutually agreeable locationtime and, venue to the extent applicable, location and time or, at the option of Borrower, by conference callvenue, the costs of such venue or call to be paid by BorrowerBorrowers) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Legal Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred . Each Company will permit any representatives designated by the Administrative Agent upon reasonable advance notice and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) hours to visit and inspect the financial records and the property of such Company at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from any of its books and records at any reasonable time and representatives designated by the Administrative Agent to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided that (x) in the case of any discussion or meeting with the independent accountants, only if Borrower has been given the opportunity to participate in such discussion or meeting and its Subsidiaries and, so long as (y) Borrower shall not be required to reimburse the Administrative Agent shall have given Borrower reasonable notice thereof for the cost of more than one such visit and inspection during any fiscal year unless a reasonable opportunity to participate therein, its independent certified public accountantsDefault or Event of Default has occurred and is continuing. (cb) Within 120 days after the end close of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue location and time or, at the option of Borrowerthe Administrative Agent, by a conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), call at which meeting (or conference call) call shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in all material respects in conformity with GAAP and all Legal Requirements of Law are made of all dealings and transactions in relation to its business and activities. activities (i) Unless an Event including accurate and complete Records of Default shall have occurred its Receivables and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred all payments and be continuing, as often as may reasonably be desired, and in collection thereon). Each Company will permit any case representatives designated by the Co-Collateral Agents upon notice to Borrower or its applicable Subsidiarytwo Business Days’ advance notice, during normal business hours, permit representatives and not more than twice during any fiscal year of the Administrative Agent Borrower (accompanied by representatives unless an Event of any Lender that shall elect to participateDefault exists) to visit and inspect the financial records and the property of such Company and to make extracts from and copies of such financial records, and permit any representatives designated by the the Co-Collateral Agents to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors thereof (including independent accountants thereof); provided, however, no Company shall be required to disclose any such information to the the Co-Collateral Agents (or to any of its properties and examine and make abstracts from any of its books and records at any reasonable time and respective representatives) to discuss the business, operations, properties and financial and other condition of Borrower and its Subsidiaries with officers and employees of Borrower and its Subsidiaries and, so long as extent (but only to the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountantsextent) that such disclosure is prohibited by applicable law. (cb) Within 120 days after the end close of each fiscal year of the Administrative Borrower, at the request of the Administrative Agent, the Co-Collateral Agents or the Required Lenders, hold a meeting (at a mutually agreeable location, venue location and time or, at the option of Borrowerthe Agent, by a conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), call at which meeting (or conference call) call shall be reviewed the financial results of the previous fiscal year and the financial condition of the CompaniesCompanies and the budgets presented for the current fiscal year of the Administrative Borrower.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. . Each Company will permit any representatives designated by any Administrative Agent or any Lender (i) Unless an but at such Lender’s expense if no Event of Default shall have has occurred and be is continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect the financial records and the property of such Company upon reasonable prior written notice at reasonable times during normal business hours and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by any Administrative Agent or any Lender (but at such Lender’s expense if no Event of its properties Default has occurred and examine and make abstracts from any of its books and records at any reasonable time and is continuing) to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and advisors therefor (including independent accountants) provided that a reasonable opportunity to representative of each Company may participate therein, its independent certified public accountantsin any such discussion. (cb) Within 120 150 days after the end of each fiscal year of Borrowerthe Companies, at the request of the any Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of Borrowersuch Administrative Agent, by conference call, the costs of such venue or call to be paid by BorrowerBorrowers) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event . Each of Default shall have occurred Borrower and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in its Restricted Subsidiaries will permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of designated by the Administrative Agent (accompanied by representatives of or any Lender that shall elect to participate) to visit and inspect any the financial records and the property of its properties and examine and make abstracts from any of its books and records Borrower or such Restricted Subsidiary at any reasonable time times upon reasonable advance notice and to discuss the business, operations, properties make extracts from and copies of such financial and other condition of Borrower and its Subsidiaries with officers and employees of Borrower and its Subsidiaries andrecords; provided that, so long as no Event of Default then exists, such inspection or visit shall be limited to one (1) per fiscal year of Borrower, and permit any representatives designated by the Administrative Agent shall have given or any Lender to discuss the affairs, finances, accounts and condition of Borrower reasonable notice or any Restricted Subsidiary with its officers and, in the presence of such officers, other employees thereof and a reasonable opportunity to participate therein, its advisors therefor (including independent certified public accountants). (cb) Within 120 150 days after the end of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of Borrowerthe Administrative Agent, by conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity in all material respects with GAAP (or other applicable accounting standards) and all Requirements of Law of all financial transactions and the assets and business of each Company and its Subsidiaries are made of all dealings and transactions in relation to its business and activities. , including, without limitation, proper records of intercompany transactions) with full, true and correct entries reflecting all payments received and paid (i) Unless an Event including, without limitation, funds received by or for the account of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives Loan Party from deposit accounts of the Administrative other Companies). Each Company will permit any representatives designated by the Funding Agent (who may be accompanied by representatives of any Lender that shall elect to participateAgent or Lender) to visit and inspect the financial records and the property of such Company (at reasonable intervals, during normal business hours and within five Business Days after written notification of the same to Administrative Borrower, except that, during the continuance of an Event of Default, none of such restrictions shall be applicable) and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Funding Agent (who may be accompanied by any of its books and records at any reasonable time and Agent or Lender) to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its advisors therefor (including independent certified public accountants). (cb) Within 120 150 days after the end of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentFunding Agent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of Borrowerthe Funding Agent, by conference call, the costs 159 of such venue or call to be paid by BorrowerBorrowers) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP in all material respects and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in . Each Company will permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of designated by the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect the financial records and the property of such Company at reasonable times during normal business hours with reasonable prior notice and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Administrative Agent or any of its books and records at any reasonable time and Lender (though the Administrative Agent) to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided, however, that (x) the Loan Parties shall not be required to pay the expenses of Borrower more than one such visit and its Subsidiaries and, so long as the inspection during any Fiscal Year unless any Event of Default has occurred and is continuing and (y) each Lender shall at times coordinate with Administrative Agent shall have given Borrower reasonable notice thereof the frequency and a reasonable opportunity timing of any such visits and inspections so as to participate therein, its independent certified public accountantsreasonably minimize the burden imposed on the Loan Parties. (cb) Within 120 150 days after the end of each fiscal year Fiscal Year of the Borrower, at the reasonable request of the Administrative AgentAgent or Required Lenders, hold a meeting (by conference call at a mutually agreeable location, venue and time or, at the option of Borrower, by conference calltime), the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend participate on such meeting (or conference call), at on which meeting (or conference call) call shall be reviewed the financial results of the previous fiscal year Fiscal Year and the financial condition of the Companies and the budgets presented for the current Fiscal Year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in . Each Company will permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of designated by the Administrative Agent (accompanied by representatives of or any Lender that shall elect (in the case of a Lender, unless reimbursed pursuant to participateSection 10.03(a)(ii), at the expense of such Lender) to visit and inspect the financial records and, subject to the right of any tenants, the property of its properties such Company at reasonable times and examine upon reasonable prior written notice and to make abstracts extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender (it being understood that the Loan Parties and their Subsidiaries shall have the right to have one or more of its books and records at any reasonable time and their employees or other agents accompany such representatives) to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees of Borrower thereof and its Subsidiaries andadvisors therefor (including independent accountants), so long as in each case, other than (i) materials and affairs protected by attorney-client privilege and (ii) unless the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity or such Lender agrees to participate thereinbe bound by such confidentiality obligations, its independent certified public accountantsmaterials which such Company may not disclose without violation of confidentiality obligations binding upon it. (cb) Within 120 150 days after the end of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of Borrowerthe Administrative Agent, by conference call, the costs of such venue or call to be paid by BorrowerBorrowers) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respectsrespects records and books of account in accordance with GAAP. Subject to any Gaming Laws restricting or modifying such actions, full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, Company will permit representatives of the Administrative Agent (accompanied by representatives of and any Lender that shall elect to participate) (coordinated through the Administrative Agent), at the Borrower’s expense, to visit and inspect any of its properties and examine and make abstracts from any of its financial books and records at any reasonable time and upon reasonable prior notice, and as often as may reasonably be desired and during normal business hours, to discuss the business, operations, properties and financial and other condition of Borrower and its Subsidiaries any Company with officers of such Company and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its with their respective independent certified public accountantsaccountants (provided that a Responsible Officer may be present for any such discussions with independent certified public accountants if the Borrower so chooses); provided that, notwithstanding the foregoing, such inspection rights shall be subject to confidentiality restrictions binding on the Loan Parties and their Subsidiaries, and shall not encompass materials subject to attorney client privilege. (cb) Within 120 125 days after the end of each fiscal year of Borrowercommencing after the Closing Date, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting or conference call (at a mutually agreeable locationtime and, venue to the extent applicable, location and time or, at the option of Borrower, by conference callvenue, the costs of such venue or call to be paid by the Borrower) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of Borrower and its Subsidiaries with officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountants.. SC1:0000000.9 LEGAL_US_E # 113365636.9 (c) Within 120 days after the end of each fiscal year of Borrower, at the request of the Administrative Agent, hold a meeting (at a mutually agreeable location, venue and time or, at the option of Borrower, by conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account records and accounts in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. . The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent on its own behalf or on behalf of any Lender to visit and inspect the financial records and the properties of such Person during normal business hours and upon reasonable prior notice and as often as reasonably requested (i) Unless an but in no event more than once annually unless a Default or Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event and to make extracts from and copies of Default shall have occurred and be continuing, as often as may reasonably be desiredsuch financial records, and in permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit such representatives of designated by the Administrative Agent (accompanied by representatives on behalf of itself or any Lender) to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided, however, that when a Default or Event of Default exists the Administrative Agent on its own behalf or on behalf of any Lender that shall elect to participate) to visit and inspect (or any of its properties and examine and make abstracts from their respective representatives) may do any of its books and records the foregoing at any reasonable time and to discuss the business, operations, properties and financial and other condition expense of Borrower and its Subsidiaries with officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountants. (c) Borrower. Within 120 150 days after the end of each fiscal year of the Borrower, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting conference call (at a mutually agreeable location, venue and time or, at the option of Borrower, by conference call, the costs of such venue or call to be paid by the Borrower) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the CompaniesBorrower and its Subsidiaries and the budgets presented for the current fiscal year of the Borrower and its Subsidiaries.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Legal Requirements of Law are made of all dealings and transactions in relation to its business and activities. . Each Company will permit any representatives designated by the Administrative Agent or a Lender as often as reasonably requested (i) Unless an except that, in the case of representatives designated by a Lender, not more frequently than twice in any fiscal year of Borrower unless a Default or Event of Default shall have has occurred and be is then continuing), no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuingcase, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect the financial records and the property of such Company at reasonable times during normal business hours and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Administrative Agent or any of its books and records at any reasonable time and Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountantsAdvisors thereof in the presence of representatives of such Company (unless such representatives are not then available). (cb) Within 120 days after the end close of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue location and time or, at the option of Borrowerthe Administrative Agent, by a conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), call at which meeting (or conference call) call shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP IFRS and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in . Holdings will permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of designated by the Administrative Agent (accompanied by representatives of or any Lender that shall elect to participate(in coordination with the Administrative Agent) to visit and inspect the financial records and the property of Holdings and its Restricted Subsidiaries at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Administrative Agent or any of its books and records at any reasonable time and Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries Holdings or any Restricted Subsidiary with the officers and employees of Borrower thereof and its Subsidiaries andadvisors therefor (including independent accountants, so long as Holdings and the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable Borrowers are afforded the opportunity to participate thereinin such discussions); provided that, its independent certified public accountantsso long as no Default has occurred and is continuing, only one such visit and inspection during each fiscal year of Holdings shall be at the Borrowers’ expense. (cb) Within 120 105 days after the end of each fiscal year of BorrowerHoldings, at the request of the Administrative AgentAgent or the Required Lenders, hold a meeting or conference call (at a mutually agreeable locationtime and, venue to the extent applicable, location and time or, at the option of Borrower, by conference callvenue, the costs of such venue or call to be paid by Borrowerthe Borrowers) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of Holdings and its Subsidiaries and the Companiesbudgets presented for the current fiscal year of Holdings.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Legal Requirements of Law are made of all dealings and transactions in relation to its business and activities. . Each Company will permit any representatives designated by the Administrative Agent or a Lender as often as reasonably requested (i) Unless an Event except that, in the case of Default shall have occurred and be continuingrepresentatives designated by a Lender, no not more frequently than once in each calendar year any 12-month period unless a Default or (ii) if an Event of Default shall have has occurred and be is then continuing), as often as may reasonably be desiredin each case, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect the financial records and the property of such Company at reasonable times during normal business hours and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Administrative Agent or any of its books and records at any reasonable time and Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountantsAdvisors thereof in the presence of representatives of such Company (unless such representatives are not then available). (cb) Within 120 days after the end close of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue location and time or, at the option of Borrowerthe Administrative Agent, by a conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), call at which meeting (or conference call) call shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, full, true and correct which entries in conformity with GAAP and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing. Upon reasonable advance notice, no more frequently than once in each calendar year Company will permit any representatives designated by the Administrative Agent or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, Lender during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) hours to visit and inspect the financial records and the Property of such Company and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Administrative Agent or any of its books and records at any reasonable time and Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided that (i) excluding any such visits and inspections during the continuation of Borrower an Event of Default, only representatives of the Collateral Agent on behalf of the Secured Parties, may exercise visitation and its Subsidiaries andinspection rights under this Section 5.07, so long as and (ii) the Administrative Agent and the Secured Parties shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate thereinnot exercise such rights more often than twice in any period of 12 consecutive months, its independent certified public accountantsabsent the existence of an Event of Default. (cb) Within 120 days after the end close of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue location and time or, at the option of Borrowerthe Administrative Agent, by a conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), call at which meeting (or conference call) call shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budget presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. . Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Company at reasonable times and as often as may be reasonably requested, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (i) Unless including independent accountants), in each case during normal business hours with reasonable advance notice; provided, however, that unless an Event of Default shall have has occurred and be is continuing, no more frequently than once in the Loan Parties shall only be required to pay the expenses of one such visitation and inspection each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of Borrower and its Subsidiaries with officers and employees of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountantsfiscal year. (cb) Within 120 150 days after the end of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of Borrowerthe Administrative Agent, by conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP in all material respects and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in . Each Company will permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of designated by the Administrative Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect the financial records and the property of such Company at reasonable times during normal business hours with reasonable prior notice and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by the Administrative Agent or any of its books and records at any reasonable time and Lender (though the Administrative Agent) to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided, however, that (x) the Loan Parties shall not be required to pay the expenses of Borrower more than one such visit and its Subsidiaries and, so long as the inspection during any fiscal year unless any Event of Default has occurred and is continuing and (y) each Lender shall at times coordinate with Administrative Agent shall have given Borrower reasonable notice thereof the frequency and a reasonable opportunity timing of any such visits and inspections so as to participate therein, its independent certified public accountantsreasonably minimize the burden imposed on the Loan Parties. (cb) Within 120 150 days after the end of each fiscal year of the Borrower, at the reasonable request of the Administrative AgentAgent or Required Lenders, hold a meeting (by conference call at a mutually agreeable location, venue and time or, at the option of Borrower, by conference calltime), the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend participate on such meeting (or conference call), at on which meeting (or conference call) call shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Legal Requirements of Law are made of all dealings and transactions in relation to its business and activities. activities (i) Unless an Event including accurate and complete records of Default shall have occurred its Receivables and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred all payments and be continuing, as often as may reasonably be desired, collection thereon). Each Company will permit any representatives designated by the Administrative Agent and in any case the Collateral Agent upon notice to Borrower or its applicable Subsidiarytwo Business Days’ advance notice, during normal business hours, permit representatives and not more than twice during any fiscal year of Holdings or the Administrative Agent Borrower (accompanied by representatives unless an Event of any Lender that shall elect to participateDefault exists) to visit and inspect the financial records and the property of such Company and to make extracts from and copies of such financial records, and permit any of its properties representatives designated by the Administrative Agent and examine and make abstracts from any of its books and records at any reasonable time and the Collateral Agent to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Company with the officers and employees thereof and advisors thereof (including independent accountants thereof); provided, however, nothing in this Section 5.07(a) either shall limit the rights of Borrower and its Subsidiaries and, so long as the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate thereinthe Collateral Agent, its independent certified public accountantsor the obligations of the Loan Parties, under Section 5.13. (cb) Within 120 days after the end close of each fiscal year of the Administrative Borrower, at the request of the Administrative Agent or the Required Lenders, hold a conference call (at a mutually agreeable time or, at the request of the Administrative Agent, hold a meeting (in lieu of a conference call at a mutually agreeable location, venue location and time or, at the option of Borrower, by conference call, the costs of such venue or call to be paid by Borrowertime) with all Lenders who choose to attend participate in such conference call or meeting (during which conference call or conference call), at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the CompaniesCompanies and the budgets presented for the current fiscal year of the Administrative Borrower.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. (i) Unless an Event of Default shall have occurred and be continuing, no more frequently than once in each calendar year or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in . Parent Borrower will permit any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of designated by the Administrative Agent (accompanied by representatives of or any Lender that shall elect to participate(in coordination with the Administrative Agent) to visit and inspect any the financial records and the property of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition of Parent Borrower and its Subsidiaries at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees of Borrower thereof and its Subsidiaries andadvisors therefor (including independent accountants); provided that, so long as the Administrative Agent no Default has occurred and is continuing, only two such visits and inspections during each fiscal year of Parent Borrower shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its independent certified public accountantsbe at Borrowers’ expense. (cb) Within 120 105 days after the end of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting or conference call (at a mutually agreeable locationtime and, venue to the extent applicable, location and time or, at the option of Borrower, by conference callvenue, the costs of such venue or call to be paid by Borrowerthe Borrowers) with all Lenders who choose to attend such meeting (or conference call)meeting, at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity in all material respects with GAAP normal and prudent business practices and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. , including, without limitation, proper records of intercompany transactions) with full, true and correct entries in all material respects reflecting all payments received and paid (i) Unless an Event of Default shall have occurred and be continuingincluding, no more frequently than once in each calendar year without limitation, funds received by or (ii) if an Event of Default shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives for the account of the Administrative Borrower from deposit accounts of the other Group Members). Each Group Member will permit any representatives designated by either Agent (accompanied by representatives of any Lender that shall elect to participate) to visit and inspect the financial records and the property of such Group Member, with reasonable prior notice, at reasonable times during normal business hours and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any of its properties and examine and make abstracts from representatives designated by either Agent or any of its books and records at any reasonable time and Lender to discuss the businessaffairs, operationsfinances, properties accounts and financial and other condition of Borrower and its Subsidiaries any Group Member with the officers and employees thereof and advisors therefor (including independent accountants); provided, however, that (i) such visits shall be subject to the rights of any tenant leasing the relevant property (provided that the Borrower shall use its commercially reasonable efforts to accommodate such visits subject to the rights of such tenant) and (ii) (x) no more than one (1) such inspection shall occur during any Fiscal Year at the Borrower’s expense, (y) following the occurrence and during the continuation of an Event of Default, more frequently at the Collateral Agent’s reasonable request and at the expense of the Borrower and its Subsidiaries and, so long as (iii) a representative of the Administrative Agent Borrower shall have be given Borrower reasonable notice thereof and a reasonable the opportunity to participate therein, its be present for any communication with the independent certified public accountants. (cb) Within 120 days Promptly after the end any officer of each fiscal year Holdings or any of Borrowerits Subsidiaries obtains knowledge thereof, at the request of furnish to the Administrative Agent, hold notice of one or more of the following environmental matters to the extent that such environmental matters, either individually or when aggregated with all other such environmental matters, could reasonably be expected to have a meeting Material Adverse Effect: (at a mutually agreeable locationi) any pending or threatened Environmental Claim against Holdings or any of its Subsidiaries or any Real Property owned, venue and time orleased or operated by Holdings or any of its Subsidiaries; (ii) any Release of Hazardous Materials on or arising from any Real Property owned, at leased or operated by Holdings or any of its Subsidiaries that (A) results in noncompliance by Holdings or any of its Subsidiaries with any applicable Environmental Law or (B) could reasonably be expected to form the option basis of Borroweran Environmental Claim against Holdings or any of its Subsidiaries or any such Real Property; (iii) any Release of Hazardous Materials on any Real Property owned, leased or operated by conference callHoldings or any of its Subsidiaries that could reasonably be expected to cause such Real Property to be subject to any restrictions on the ownership, the costs lease, occupancy, use or transferability by Holdings or any of its Subsidiaries of such venue Real Property under any Environmental Law (other than restrictions contained in the deed); and (iv) the taking of any Response with respect to the actual or call threatened Release of any Hazardous Material on any Real Property owned, leased or operated by Holdings or any of its Subsidiaries as required by any Environmental Law or any governmental or other administrative agency; provided that in any event Holdings shall deliver to be paid each Lender all notices received by Borrower) with all Lenders who choose Holdings or any of its Subsidiaries from any Governmental Authority or other Person under, or pursuant to, CERCLA which identify Holdings or any of its Subsidiaries as potentially responsible parties for remediation costs or which otherwise notify Holdings or any of its Subsidiaries of their potential liability under CERCLA. Each notice pursuant to attend such meeting (or conference call), at which meeting (or conference call) this Section 5.6 shall be reviewed the financial results accompanied by a statement of a Responsible Officer setting forth details of the previous fiscal year occurrence referred to therein and stating what action the financial condition of the Companiesrelevant Group Member proposes to take with respect thereto.

Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account in which, in all material respects, which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. . Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Company at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (iincluding independent accountants); PROVIDED, however, that (x) Unless the Loan Parties shall not be required to pay the expenses of more than one such visit and inspection during any fiscal year unless an Event of Default shall have has occurred and be is continuing, no more frequently than once in (y) each calendar year or (ii) if an Event of Default Lender shall have occurred and be continuing, as often as may reasonably be desired, and in any case upon notice to Borrower or its applicable Subsidiary, during normal business hours, permit representatives of the at all times coordinate with Administrative Agent (accompanied by representatives the frequency and timing of any Lender that shall elect such visits and inspections so as to participatereasonably minimize the burden imposed on the Loan Parties and (z) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and to discuss the business, operations, properties and financial and other condition a representative of Borrower and its Subsidiaries with officers and employees of Borrower and its Subsidiaries and, so long as shall be given the Administrative Agent shall have given Borrower reasonable notice thereof and a reasonable opportunity to participate therein, its be present for any communication with the independent certified public accountants. (cb) Within 120 days after the end close of each fiscal year of Borrowerthe Companies, at the request of the Administrative AgentAgent or Required Lenders, hold a meeting (at a mutually agreeable location, venue location and time or, at the option of Borrowerthe Administrative Agent, by conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting (or conference call), at which meeting (or conference call) shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.