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 USI and the Borrower will, and will cause each Restricted Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Agents Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the LendersLenders (after notice to and coordination with, the Agent), by their respective representatives and agents (at reasonable times and upon reasonable advance written noticeagents, 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 the 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 USI, the Borrower and each Loan PartySubsidiary, to examine and make copies of the books of accounts and other financial records of USI, the Borrower and each Loan PartySubsidiary, and to discuss the affairs, finances and accounts of USI, the Borrower and each Loan Party Subsidiary with, and to be advised as to the same by, their respective officersofficers at such reasonable times and intervals as the Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s expense and (ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expense. USI and the Borrower shall keep and maintain, and cause each of its Restricted the Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, USI and the Borrower, upon either the Agent’s request, shall turn over copies of any such records to such the 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 Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit the Agents Agent and the Lenders, by their respective representatives and agents (at reasonable times and upon reasonable advance written noticeagents, 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 the 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 Holdings, the Borrower and each Loan PartyRestricted Subsidiary, to examine and make copies of the books of accounts and other financial records of Holdings, the Borrower and each Loan PartyRestricted Subsidiary, and to discuss the affairs, finances and accounts of Holdings, the Borrower and each Loan Party Restricted Subsidiary with, and to be advised as to the same by, their respective officersofficers and employees, at such reasonable times during normal, non-peak business hours and intervals as the Agent may reasonably request and having due regard for, and with minimal disruption of, the ongoing business of the Group Members; provided, that prior to the occurrence and continuation of a Default, (i) the Agent and the Lenders shall be limited (in the aggregate) to one such inspection or visit in each fiscal year of the Borrower, (ii) no such inspection or visit shall be required at any time that the Aggregate Outstanding Credit Exposure equals zero, (iii) no Group Member shall be responsible for the costs and expenses incurred by the Agent, any Lender, or their representatives in connection with such inspection or visit and (iv) the Agent and each Lender, as applicable, shall give the Borrower not less than five (5) Business Days’ prior written notice of its intent to conduct such inspection or visit. The Holdings and the Borrower shall keep and maintainshall, and cause each of its Restricted Subsidiaries to Subsidiary to, keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles (or in case of Scioto Insurance Company and Oldemark LLC, in conformity with Vermont’s statutory basis of accounting) 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 Table 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.Contents

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, 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 Parent and the Borrower will, and will cause each Restricted Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Agents Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the LendersLenders (after notice to and coordination with, the Agent), by their respective representatives and agents (at reasonable times and upon reasonable advance written noticeagents, 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 the 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 Parent, the Borrower and each Loan PartySubsidiary, to examine and make copies of the books of accounts and other financial records of the Parent, the Borrower and each Loan PartySubsidiary, and to discuss the affairs, finances and accounts of the Parent, the Borrower and each Loan Party Subsidiary with, and to be advised as to the same by, their respective officersofficers at such reasonable times and intervals as the Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s expense and (ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expense. The Parent and the Borrower shall keep and maintain, and cause each of its Restricted the Subsidiaries to keep and maintain, in all material respects, complete, accurate and 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 Parent and the Borrower, upon either the Agent’s request, shall turn over copies of any such records to such the 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 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.”