09Inspection Rights Clause Samples

09Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (provided the Company is given the opportunity to be present for such discussions), all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided, however, that unless an Event of Default exists the Company shall not be required to pay for such inspection.

09Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect the financial records of the Borrower and make extracts from and copies of such financial records, and to discuss the Borrower’s affairs, finances and accounts with its directors, managers, officers, and with the Borrower’s consent (which shall not be unreasonably withheld), the independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

09Inspection Rights. (a) Permit representatives and independent contractors of the Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, or accounting firm, all at the reasonable expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably requested (but no more often than one (1) per each Fiscal Year), upon reasonable advance notice to the Lead Borrower or the Canadian Borrower, as applicable; provided, however, that when an Event of Default exists the Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice. (b) Upon the request of the Agent after reasonable prior notice, permit the Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Agent to conduct commercial finance examinations and other evaluations, including, without limitation, of (i) the Lead Borrower’s or the Canadian Borrower’s, as applicable, practices in the computation of the Canadian Borrowing Base and the Domestic Revolving Borrowing Base (ii) the assets included in the Canadian Borrowing Base and the Domestic Revolving Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and (iii) the Loan Parties’ business plan, forecasts and cash flows. The Loan Parties shall pay the fees and expenses of the Agent and such professionals with respect to (i) while no Event of Default shall have occurred and be continuing, one commercial finance examination during any twelve (12) month period; provided that, if Excess Availability at any time is less than the greater of (x) twenty-five percent (25%) of the Loan Cap and (y) $125,000,000, the Loan Parties shall pay such fees and expenses for two commercial finance examinations during any twelve (12) month period, and (ii) all such commercial finance examinations, if required by Law or if an Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, the Agent shall cause at least one commercial finance examination to be conducted during each twelve (12) month period following the Effective Date at the expense of the Loan Parties, and may cause ...