Common use of Consultations and Inspections Clause in Contracts

Consultations and Inspections. The Borrower will permit, and will cause each Subsidiary of the Borrower to permit, Agent and Lenders (and any Person appointed by Agent or any of the Lenders to whom the Borrower does not reasonably object) to discuss the affairs, finances and accounts of the Borrower and each Subsidiary of the Borrower with the officers of the Borrower and each Subsidiary of the Borrower, all at such reasonable times and as often as Agent or any of the Lenders may reasonably request. The Borrower will also permit, and will cause each Subsidiary of the Borrower to permit, inspection of its Properties, books and records and the Collateral by Agent and Lenders, upon reasonable advance notice, during normal business hours or at other reasonable times. The Borrower will also permit, and will cause each Subsidiary of the Borrower to permit, Agent and Lenders to conduct Accounts field inspections at such times during reasonable business hours as Agent or any of the Lenders elects, and without the necessity of advance warning to the Borrower or any such Subsidiary. Prior to the occurrence of an Event of Default, Borrower shall pay all reasonable costs and expenses incurred by Agent and the Lenders for one such inspection in each fiscal year (not to exceed $15,000.00 in any fiscal year for inspections conducted prior to an Event of Default), provided, that after the occurrence of an Event of Default, Borrower shall pay all reasonable costs and expenses incurred by Agent or any such Lender in connection with any such inspections. The Borrower further agrees to reimburse to Agent and the Lenders the actual costs and expenses incurred by Agent or any of the Lenders in connection with its up front collateral inspection conducted prior to closing by Agent or any of the Lenders, whether Agent or any such Lender shall have used its own auditors or shall contract for such audit services through a third party.

Consultations and Inspections. The Borrower will permit, and will cause each Subsidiary of the Borrower Guarantor to permit, Agent and Lenders Banks (and any Person appointed by Agent or any of the Lenders Banks to whom the Borrower does not reasonably object) to discuss the affairs, finances and accounts of the Borrower and each Subsidiary of the Borrower Guarantor with the principal officers of the Borrower and each Subsidiary Guarantor (provided that Agent or such Bank shall notify a principal officer of Borrower prior to contacting a Person who is only an officer of any of the BorrowerGuarantors), all at such reasonable times and as often as Agent or any of the Lenders Banks may reasonably request. The Borrower will also permit, and will cause each Subsidiary of the Borrower Guarantor to permit, inspection of its Properties, books and records and the Collateral by Agent and LendersBanks, upon reasonable advance noticenotice to the Borrower, during normal business hours or at other reasonable times. The Borrower will also permit, and will cause each Subsidiary of the Borrower Guarantor to permit, Agent and Lenders Banks to conduct Accounts field inspections at such times during reasonable business hours as Agent or any of the Lenders Banks elects, and without the necessity of upon not less than 24 hours' advance warning notice thereof to the Borrower or Borrower, provided that prior to any such Subsidiary. Prior to the occurrence of an Event of Default, Borrower shall pay all reasonable costs such field audits and expenses incurred by Agent and the Lenders for one such inspection in each fiscal year (inspections will not to exceed $15,000.00 be made more than once in any fiscal year for inspections conducted prior to an Event of Default), provided, that after the occurrence of an Event of Default, year. Borrower shall pay all reasonable costs and expenses incurred by Agent or any such Lender Bank in connection with any such inspections. The Borrower further agrees to reimburse to Agent and the Lenders Banks the actual costs and expenses incurred by Agent or any of the Lenders Banks in connection with its up front collateral inspection conducted prior to closing by Agent or any of the LendersBanks, whether Agent or any such Lender Bank shall have used its own auditors or shall contract for such audit services through a third party.

Consultations and Inspections. The Borrower Each of the Borrowers will permit, and will cause each Subsidiary of the any such Borrower to permit, Agent and or any of the Lenders (and any Person of Agent’s officers, employees or other Persons appointed by Agent or any of the Lenders to whom the Borrower does Borrowers do not reasonably object) to discuss the affairs, finances and accounts of Borrowers and each Subsidiary of any of the Borrowers with the officers of each such Borrower and each Subsidiary of the Borrower with the officers any of the Borrower Borrowers and each Subsidiary of the Borrowertheir independent public accountants, all at such reasonable times and as often as Agent or any of the Lenders Lender may reasonably request. The Borrower Each of the Borrowers will also permit, and will cause each Subsidiary of the any such Borrower to permit, inspection of its Properties, books and records and the Collateral by Agent and Lenders, upon reasonable advance notice, or any of the Lenders during normal business hours or at other reasonable times. The Borrower will also permit, and will cause each Subsidiary including, without limitation, the performance of a field audit of the Borrower Borrowers and their Subsidiaries and all Collateral and Third Party Collateral not less often than twice each year upon reasonable prior notice to permitBorrowers, which field audits shall be performed by an auditing firm selected by the Agent. Borrowers jointly and severally agree to pay Agent, on demand, audit fees in connection with any field audits or inspections conducted by or on behalf of the Agent and Lenders to conduct Accounts field inspections at such times during reasonable business hours as Agent or any of the Lenders electsof any Collateral or the Borrowers’ operations or business at the rates established from time to time by the Agent as its audit fees, and without the necessity of advance warning to the Borrower or any such Subsidiary. Prior to the occurrence of an Event of Default, Borrower shall pay together with all reasonable actual out-of-pocket costs and expenses incurred by in conducting any such audit or inspection. Borrower will reimburse Agent and each of the Lenders upon demand for one such inspection in each fiscal year (not to exceed $15,000.00 in any fiscal year for inspections conducted prior to an Event of Default), provided, that after the occurrence of an Event of Default, Borrower shall pay all other reasonable costs and expenses incurred by Agent or any such Lender in connection with any such inspections. The Borrower further agrees to reimburse to Agent and the Lenders the actual costs and expenses incurred by Agent or any of the Lenders in connection with its up front collateral inspection conducted prior to closing by Agent or any of the Lenders, whether Agent or any such Lender shall have used while any Default or Event of Default under this Agreement has occurred and is continuing. The Borrower irrevocably authorizes Agent and each of the Lenders to communicate directly with its own auditors independent public accountants and irrevocably authorizes and directs such accountants to disclose to Agent or shall contract for any such audit services through a third partyLender any and all information with respect to the business and financial condition of the Borrower and each Subsidiary as Agent or any such Lender may from time to time reasonably request in writing.

Consultations and Inspections. The Borrower Each of the Borrowers will permit, and will cause each Subsidiary of the any such Borrower to permit, Agent and Lenders Bank (and any Person appointed by Agent or any of the Lenders Bank to whom the Borrower does Borrowers do not reasonably object) to discuss the affairs, finances and accounts of Borrowers and each Subsidiary of any of the Borrowers with the officers of each such Borrower and each Subsidiary of the Borrower with the officers any of the Borrower Borrowers and each Subsidiary of the Borrowertheir independent public accountants, all at such reasonable times and as often as Agent or any of the Lenders Bank may reasonably request. The Borrower Each of the Borrowers will also permit, and will cause each Subsidiary of the any such Borrower to permit, inspection of its Properties, books and records and the Collateral by Agent and Lenders, upon reasonable advance notice, Bank during normal business hours or at other reasonable times, including, without limitation, the performance of a field audit of the Borrowers and their Subsidiaries and all Collateral and Third Party Collateral not less often than twice each year, which field audits shall be performed by an auditing firm selected by the Bank. The Borrowers jointly and severally agree to pay Bank, on demand, audit fees in connection with any field audits or inspections conducted by or on behalf of the Bank of any Collateral or the Borrowers’ operations or business at the rates established from time to time by the Bank as its audit fees, together with all actual out-of-pocket costs and expenses incurred in conducting any such audit or inspection. Borrower will also permit, and will cause each Subsidiary of the Borrower to permit, Agent and Lenders to conduct Accounts field inspections at such times during reasonable business hours as Agent or any of the Lenders elects, and without the necessity of advance warning to the Borrower or any such Subsidiary. Prior to the occurrence of an Event of Default, Borrower shall pay reimburse Bank upon demand for all other reasonable costs and expenses incurred by Agent and the Lenders for one such inspection in each fiscal year (not to exceed $15,000.00 in any fiscal year for inspections conducted prior to an Event of Default), provided, that after the occurrence of an Event of Default, Borrower shall pay all reasonable costs and expenses incurred by Agent or any such Lender Bank in connection with any such inspectionsinspection conducted by Bank while any Default or Event of Default under this Agreement has occurred and is continuing. The Borrower further agrees irrevocably authorizes Bank to reimburse communicate directly with its independent public accountants and irrevocably authorizes and directs such accountants to Agent disclose to Bank any and all information with respect to the Lenders the actual costs business and expenses incurred by Agent or any financial condition of the Lenders Borrower and each Subsidiary as Bank may from time to time reasonably request in connection with its up front collateral inspection conducted prior to closing by Agent or any of the Lenders, whether Agent or any such Lender shall have used its own auditors or shall contract for such audit services through a third partywriting.

Consultations and Inspections. The Borrower Borrowers will permit, ----------------------------- permit and will cause each Subsidiary of the a Borrower to permit, upon reasonable prior notice, Agent and Lenders (and any Person appointed by Agent or any of the Lenders to whom the Borrower does not reasonably objectLenders) to discuss the affairs, finances and accounts of the Borrower Borrowers and each Subsidiary of the a Borrower with the officers of the Borrower Borrowers and each Subsidiary of the Borrower, a Borrower and their independent public accountants all at such reasonable times and as often as Agent or any of the Lenders may reasonably request. The Borrower Each of the Borrowers will also permit, permit and will cause each Subsidiary of the Borrower its Subsidiaries to permit, upon reasonable prior notice (provided, however, that no such notice shall be required if any Event of Default has occurred and is continuing), inspection of its Properties, books and records and the Collateral by Agent and Lenders, upon reasonable advance notice, Lenders during normal business hours or at other reasonable times. The Borrower Each of the Borrowers will also permit, and will cause each Subsidiary of the Borrower its Subsidiaries to permit, upon reasonable prior notice (provided however that no such notice shall be required if any Event of Default has occurred and is continuing), Agent and Lenders to conduct Accounts field inspections with respect to the Collateral at such reasonable times during reasonable business hours as Agent or any of the Lenders elects, and without the necessity of advance warning to the Borrower or any such Subsidiary. Prior to the occurrence of an Event of Default, Borrower Borrowers shall pay all reasonable costs and expenses incurred by Agent and the Lenders for one any such inspection in each fiscal year (not to exceed $15,000.00 in conducted while any fiscal year for inspections conducted prior to an Event of Default), provided, that after the occurrence of an Event of Default, Borrower shall pay all reasonable costs Default has occurred and expenses incurred by is continuing. Borrowers and their respective Subsidiaries irrevocably authorize Agent and Lenders to communicate directly with their independent public accountants and irrevocably authorize and direct such accountants to disclose to Agent or any such Lender in connection any and all information with any such inspections. The Borrower further agrees respect to reimburse to Agent the business and the Lenders the actual costs financial condition of Borrowers and expenses incurred by their respective Subsidiaries as Agent or any of the Lenders a Lender may from time to time reasonably request in connection with its up front collateral inspection conducted prior to closing by Agent or any of the Lenders, whether Agent or any such Lender shall have used its own auditors or shall contract for such audit services through a third partywriting.

Consultations and Inspections. The Borrower Borrowers will permit, permit and ----------------------------- will cause each Subsidiary of the a Borrower to permit, upon reasonable prior notice, Agent and Lenders (and any Person appointed by Agent or any of the Lenders to whom the Borrower does not reasonably objectLenders) to discuss the affairs, finances and accounts of the Borrower Borrowers and each Subsidiary of the a Borrower with the officers of the Borrower Borrowers and each Subsidiary of the Borrower, a Borrower and their independent public accountants all at such reasonable times and as often as Agent or any of the Lenders may reasonably request. The Borrower Each of the Borrowers will also permit, permit and will cause each Subsidiary of the Borrower its Subsidiaries to permit, upon reasonable prior notice (provided, however, that no such notice shall be required if any Event of Default has occurred and is continuing), inspection of its Properties, books and records and the Collateral by Agent and Lenders, upon reasonable advance notice, Lenders during normal business hours or at other reasonable times. The Borrower Each of the Borrowers will also permit, and will cause each Subsidiary of the Borrower its Subsidiaries to permit, upon reasonable prior notice (provided however that no such notice shall be required if any Event of Default has occurred and is continuing), Agent and Lenders to conduct Accounts field inspections with respect to the Collateral at such reasonable times during reasonable business hours as Agent or any of the Lenders elects, and without the necessity of advance warning to the Borrower or any such Subsidiary. Prior to the occurrence of an Event of Default, Borrower Borrowers shall pay all reasonable costs and expenses incurred by Agent and the Lenders for one any such inspection in each fiscal year (not to exceed $15,000.00 in conducted while any fiscal year for inspections conducted prior to an Event of Default), provided, that after the occurrence of an Event of Default, Borrower shall pay all reasonable costs Default has occurred and expenses incurred by is continuing. Borrowers and their respective Subsidiaries irrevocably authorize Agent and Lenders to communicate directly with their independent public accountants and irrevocably authorize and direct such accountants to disclose to Agent or any such Lender in connection any and all information with any such inspections. The Borrower further agrees respect to reimburse to Agent the business and the Lenders the actual costs financial condition of Borrowers and expenses incurred by their respective Subsidiaries as Agent or any of the Lenders a Lender may from time to time reasonably request in connection with its up front collateral inspection conducted prior to closing by Agent or any of the Lenders, whether Agent or any such Lender shall have used its own auditors or shall contract for such audit services through a third partywriting.