Access to Books and Property. The Borrower shall cause each Group Member to permit the Administrative Agent, any Arranger and any Related Person of the Administrative Agent or any Arranger and, upon the occurrence of an Event of Default, the Lenders, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of such Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of such Group Member, (b) discuss the affairs, finances and accounts of such Group Member with any officer or director of such Group Member, and (c) communicate directly with any registered certified public accountants of such Group Member (subject to reasonable and customary requirements of confidentiality, including requirements imposed by law and reasonable and customary requirements imposed by contract). The Borrower shall cause each Group Member to authorize its respective registered certified public accountants to communicate directly with the Administrative Agent, the Arrangers, the Lenders and their Related Persons and to disclose to the Administrative Agent, the Arrangers, the Lenders and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent, any Arranger or any Lender reasonably requests with respect to such Group Member. Prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay or reimburse the reasonable fees, costs and expenses of the Administrative Agent and Arrangers associated with one annual visit and inspection.
Appears in 6 contracts
Samples: Guaranty and Security Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Access to Books and Property. The Borrower shall cause each Each Group Member to shall permit the Administrative Agent, any Arranger the Lenders and any Related Person of any of them and any financial advisor to the Lenders or legal counsel to the Administrative Agent or any Arranger and, upon to the occurrence of an Event of Default, Lenders (other than the LendersAdministrative Agent), as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of such each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of such each Group Member, (b) discuss the affairs, finances and accounts of such each Group Member with any officer or director of such any Group Member, Member and (c) communicate directly with any registered certified public accountants of (including the Group Members’ Accountants); provided that if such visit or inspection occurs at any time when no Default has occurred and is continuing, such visit or inspection shall be coordinated through the Administrative Agent. Each Group Member (subject to reasonable and customary requirements of confidentiality, including requirements imposed by law and reasonable and customary requirements imposed by contract). The Borrower shall cause each Group Member to authorize its respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Arrangers, the Lenders and their Related Persons and with any financial advisor to the Lenders or legal counsel to the Administrative Agent or the Lenders, and to disclose to the Administrative Agent, the Arrangers, the Lenders and their Related Persons and any financial advisor to the Lenders or legal counsel to the Administrative Agent or the Lenders all financial statements and other documents and information as they might have and the Administrative Agent, any Arranger Agent or any Lender reasonably requests with respect to such any Group Member. Prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay or reimburse the reasonable fees, costs and expenses of the Administrative Agent and Arrangers associated with one annual visit and inspection.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Dayton Superior Corp)