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Common use of Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings Clause in Contracts

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in 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 Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such person 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 and condition of such person with the officers thereof and independent accountants therefor; provided that as long as no Default or Event of Default shall have occurred and shall be continuing, no more than one such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by the Administrative Agent). (b) In the case of Holdings and the Borrower, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the Borrower.

Appears in 5 contracts

Samples: First Lien Credit Agreement (STR Holdings LLC), First Lien Credit Agreement (STR Holdings LLC), First Lien Credit Agreement (STR Holdings (New) LLC)

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Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in 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 Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such person 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 and condition of such person with the officers thereof and independent accountants therefor; provided that as long as no Default or Event of Default shall have occurred and shall be continuing, no more than one such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by the Administrative Agent). (b) In the case of Holdings and the Borrower, use commercially reasonable efforts to cause the Credit Facilities Facility to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the Borrower.

Appears in 5 contracts

Samples: Second Lien Credit Agreement (STR Holdings LLC), Second Lien Credit Agreement (STR Holdings LLC), Second Lien Credit Agreement (STR Holdings LLC)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law material respects are made of all dealings and transactions in relation to its business and activitiesactivities which permit financial statements to be prepared in conformity with GAAP and all requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial recordsrecords (in each case excluding patient medical records and any other material which is confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or any Lender the Required Lenders to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefortherefor (with a senior officer of the Borrower present); provided that as long as no Default or that, excluding any such visits and inspections during the continuation of an Event of Default shall have occurred and Default, only one such visit during any fiscal year shall be continuing, no more than one such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by at the Administrative Agent)Borrower’s expense. (b) In the case of Holdings Parent and the Borrower, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the BorrowerParent.

Appears in 5 contracts

Samples: Fourth Amendment and Restatement Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP in all material respects and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such person 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 and condition of such person with the officers thereof and independent accountants therefor; provided provided, however, that as long as no Default or the Loan Parties shall not be required to permit (i) more than two visits per year by representatives of the Administrative Agent, unless an Event of Default shall have has occurred and shall be is continuing, no more than one such site inspection may be conducted in or (ii) any calendar year (which shall be conducted visits by representatives designated by the Administrative Agent)of Lenders unless an Event of Default has occurred and is continuing. (b) In the case of Holdings, Polo Holdings and the Borrower, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the Borrower.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Sunterra Corp), First Lien Credit Agreement (Sunterra Corp)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in 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 Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or (or, upon the occurrence and during the continuation of any Lender Event of Default, any Lender) to visit and inspect the financial records and the properties of such person 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 the Administrative Agent or (or, upon the occurrence and during the continuation of any Lender Event of Default, any Lender) to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor; therefor (provided that as long as no Default an officer or Event other member of Default shall have occurred and management of the Borrower shall be continuing, no more than one afforded a reasonable opportunity to be present during any discussions with such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by the Administrative Agentaccountants). (b) In the case of Holdings and the Borrower, use commercially reasonable efforts effects to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and provide all information regarding the business and financial condition of Holdings and its subsidiaries as any such ratings agency (or any successor thereto) may from time to time reasonably request in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the Borrowerconnection therewith.

Appears in 1 contract

Samples: Credit Agreement (CCC Information Services Group Inc)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in 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 Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent on its own behalf or on behalf of any Lender (being an accountant, auditor, attorney, valuer or other professional adviser of the Administrative Agent or such Lender), during normal business hours and upon reasonable notice, to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested (but in no event more than twice annually unless a Default or Event of Default shall have occurred and be continuing) and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent (on behalf of itself or any Lender Lender) to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor; provided that as long as no Default or Event of Default shall have occurred and shall be continuing, no more than one such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by the Administrative Agent). (b) In the case of Holdings and the Borrower, use commercially reasonable efforts to cause the Credit Facilities Facility to be continuously rated by S&P and Xxxxx’xMxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’xMxxxx’x, in each case in respect of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (St Louis Riverboat Entertainment Inc)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in all material respects in conformity with GAAP and all requirements of law are made of all material dealings and transactions in relation to its business and activities. Each Subject to the provisions of Section 9.16, each Loan Party will, and will cause each of its subsidiaries the Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such person at the Borrower or any of the Subsidiaries upon reasonable times prior notice to the Borrower (and, unless a Default or Event of Default shall have occurred and as often as reasonably requested be continuing, on not more than two occasions during any fiscal year) 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 and condition of such person the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor; provided that as long as no whether or not a Default or Event of Default shall have occurred and shall be continuing, no more than one the Borrower shall have the right to participate in all such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by the Administrative Agent)discussions. (b) In the case of Holdings and the Borrower, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use Use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Xxxxx’x, in each case in respect of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (King Pharmaceuticals Inc)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law material respects are made of all dealings and transactions in relation to its business and activitiesactivities which permit financial statements to be prepared in conformity with GAAP and all requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender the Required Lenders to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial recordsrecords (in each case excluding patient medical records and any other material which is confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or any Lender the Required Lenders to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefortherefor (with a senior officer of the Borrower present); provided that as long as no Default or that, excluding any such visits and inspections during the continuation of an Event of Default shall have occurred and Default, only one such visit during any fiscal year shall be continuing, no more than one such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by at the Administrative Agent)Borrower’s expense. (b) In the case of Holdings and the Borrower, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Quorum Health Corp)

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Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in which entries that are full, true and correct entries in all material respects and in conformity with GAAP and all applicable requirements of law are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of such person upon reasonable notice, 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 and condition of such person with the officers thereof and independent accountants therefor, in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract; provided that as long as no Default or (i) unless an Event of Default shall have occurred and shall be continuing, no such visits and inspections shall occur not more than one such site inspection may be conducted once in any calendar fiscal year (which and shall be conducted arranged by representatives designated by one or more Lenders through the Administrative Agent)Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to participate in any such discussions with such accountants. (b) In the case of Holdings and the Borrower, use Use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain obtain (i) a public corporate rating from (A) S&P and (B) Xxxxx’x and (ii) a corporate family public credit rating from Xxxxx’x, in each case in respect of the BorrowerTerm Loan Facility from (A) S&P and (B) Xxxxx’x.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in 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 Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or (or, upon the occurrence and during the continuation of any Lender Event of Default, any Lender) to visit and inspect the financial records and the properties of such person 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 the Administrative Agent or (or, upon the occurrence and during the continuation of any Lender Event of Default, any Lender) to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor; therefor (provided that as long as no Default an officer or Event other member of Default shall have occurred and management of the Borrower shall be continuing, no more than one afforded a reasonable opportunity to be present during any discussions with such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by the Administrative Agentaccountants). (b) In the case of Holdings and the Borrower, use commercially reasonable efforts effects to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’xMoody's, and provide all information regarding the business and financiax xxxxxtion of Holdings and its subsidiaries as any such ratings agency (or any successor thereto) may from time to time reasonably request in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the Borrowerconnection therewith. SECTION 5.

Appears in 1 contract

Samples: Credit Agreement (CCC Information Services Group Inc)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in 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 Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent on its own behalf or on behalf of any Lender (being an accountant, auditor, attorney, valuer or other professional adviser of the Administrative Agent or such Lender), during normal business hours and upon reasonable notice, to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested (but in no event more than twice annually unless a Default or Event of Default shall have occurred and be continuing) and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent (on behalf of itself or any Lender Lender) to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor; provided that as long as no Default or Event of Default shall have occurred and shall be continuing, no more than one such site inspection may be conducted in any calendar year (which shall be conducted by representatives designated by the Administrative Agent). (b) In the case of Holdings and the Borrower, use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’xMxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Xxxxx’xMxxxx’x, in each case in respect of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (St Louis Riverboat Entertainment Inc)

Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings. (a) Keep proper books of record and account in 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 Loan Party will, and will cause each of its subsidiaries Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of such person upon reasonable notice, 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 and condition of such person with the officers thereof and independent accountants therefor, in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract; provided that as long as no Default or (i) unless an Event of Default shall have occurred and shall be continuing, no such visits and inspections shall occur not more than one such site inspection may be conducted once in any calendar fiscal year (which and shall be conducted arranged by representatives designated by one or more Lenders through the Administrative Agent)Agent and (ii) the Administrative Agent shall provide the Borrowers with the opportunity to participate in any such discussions with such accountants. (b) In the case of Holdings and the Borrower, use Use commercially reasonable efforts to cause the Credit Facilities to be continuously rated by S&P and Xxxxx’x, and in the case of the Borrower, use commercially reasonable efforts to maintain obtain (i) a public corporate rating from (A) S&P and (B) Xxxxx’x and (ii) a corporate family public credit rating from Xxxxx’x, in each case in respect of the BorrowerTerm Loan Facility from (A) S&P and (B) Xxxxx’x.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)

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