Common use of Inspection and Audits Clause in Contracts

Inspection and Audits. Each Company shall permit Agent and Lenders, or any Persons designated by Agent, to call at such Company's places of business at any reasonable times (upon prior notice to such Company if no Event of Default then exists), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Company's books, records, journals, orders, receipts and any correspondence and other data relating to such Company's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Company's business as Agent may consider reasonable under the circumstances. Each Company shall furnish to Agent such information relevant to Agent's and/or any Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of each Company's Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Each Company authorizes Agent and Lenders to discuss the affairs, finances and business of such Company with any officers, employees or directors of such Company or with any Affiliate of such Company or the officers, employees or directors of any Affiliate of such Company, and to discuss the financial condition of such Company with such Company's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to such Company's independent public accountants. Borrower shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder; provided, however, that if no Event of Default exists or is continuing, Borrower shall only be required to pay the foregoing fees, costs and expenses for three (3) audits in any calendar year.

Inspection and Audits. Each Company During the Security Period, (i) RCGI shall, and shall cause each of the Subsidiaries to, permit Agent and LendersBuyer, or any Persons designated by AgentBuyer, to call at such CompanyPerson's places of business at any reasonable times (and upon prior notice to such Company if no Event of Default then exists)notice, and, without unreasonable hindrance or delay, to inspect inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from such CompanyPerson's books, records, journals, orders, receipts and any correspondence and other data relating to such CompanyPerson's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such CompanyPerson's business as Agent Buyer may consider reasonable under the circumstances. Each Company shall furnish to Agent such information relevant to Agent's and/or any Lender's rights under this Agreement ; and the Other Agreements as Agent shall at any time and from time to time request. Agent(ii) Buyer, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentBuyer's name, to verify the validity, amount or any other matter relating to any of each CompanyRCGI's Accountsor any of the Subsidiaries' Accounts (as defined in the Security Agreement), by mail, telephone, telecopy, electronic mail or otherwise. Each Company authorizes Agent and Lenders Notwithstanding anything to discuss the affairscontrary herein, finances and business of such Company upon written request to RCGI by Buyer, RCGI shall promptly provide Buyer with any officersfinancial, employees operating or directors other type of such Company or information requested by Buyer, subject to Buyer's execution of a confidentiality agreement reasonably acceptable to RCGI, with any Affiliate of such Company or the officers, employees or directors of any Affiliate of such Company, and to discuss the financial condition of such Company with such Company's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or respect to such Companyinformation, which execution shall constitute a waiver, with respect to any material non-public information regarding RCGI and the Included Subsidiaries provided to Buyer directly in response to such written request, of the restriction herein on RCGI's independent public accountantsdisclosure to Buyer of material nonpublic information. Borrower RCGI shall pay to Agent all customary fees (currently $750 per person per day) and Buyer all costs and out-of-pocket expenses incurred by Agent Buyer in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Liabilities Indebtedness hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder; provided, however, that if no Event of Default exists or is continuing, Borrower shall only be required to pay Interest Rate (as defined in the foregoing fees, costs and expenses for three (3) audits in any calendar yearRCGI Note).

Inspection and Audits. Each Company Borrowers and each other Loan Party shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Company's any Borrower’s and any other Loan Party’s places of business at any reasonable times (upon prior notice to such Company if no Event of Default then exists)reasonable notice, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Company's Person’s books, records, journals, orders, receipts and any correspondence and other data relating to such Company's Person’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Company's Person’s business as Agent Lender may consider reasonable under the circumstances, in each case, at Borrowers’ reasonable expense; provided, Lender shall not do any of the foregoing more than two (2) times per year unless an Event of Default has occurred and is continuing. Each Company Borrowers and each other Loan Party shall furnish to Agent Lender such information relevant to Agent's and/or any Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Agent Lender shall at any time and from time to time reasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of each Company's Borrower’s or any other Loan Party’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Company Borrower and each other Loan Party authorizes Agent Lender and Lenders its agents to discuss the affairs, finances and business of such Company Person with any officers, employees or directors of such Company Person or with its Parent or any Affiliate of such Company or the officers, employees or directors of its Parent or any Affiliate of such CompanyAffiliate, and to discuss the financial condition of such Company Person with such Company's Person’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to such Company's Person’s independent public accountants. Borrower Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and reasonable out-of-pocket expenses (including, without limitation, airfare, lodging and meals) incurred by Agent Lender in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder; provided, however, that if no Event of Default exists or is continuing, Borrower shall only be required to pay the foregoing fees, costs and expenses for three (3) audits in any calendar year.

Inspection and Audits. Each Company Loan Party shall permit Agent and Lenders, or any Persons designated by Agent, to call at such Company's Loan Party’s places of business at any reasonable times (upon prior notice to such Company if no Event of Default then exists)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Company's Loan Party’s books, records, journals, orders, receipts and any correspondence and other data relating to such Company's Loan Party’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Company's Loan Party’s business as Agent may consider reasonable under the circumstances; provided, that so long as no Event of Default has occurred and is continuing, such inspections shall be limited to one (1) per calendar quarter. Each Company Loan Party shall furnish to Agent such information relevant to Agent's ’s and/or any Lender's ’s rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time requestrequest in its Permitted Discretion. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of each Company's such Loan Party’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Each Company Loan Party authorizes Agent and Lenders to, subject to their duty of confidentiality contained herein, discuss the affairs, finances and business of such Company Loan Party with any officers, employees or directors of such Company Loan Party or with its Parent or any Affiliate of such Company or the officers, employees or directors of its Parent or any Affiliate of such CompanyAffiliate, and to discuss the financial condition of such Company Loan Party with such Company's Loan Party’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to such Company's Loan Party’s independent public accountants. Borrower Loan Parties shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder; provided, however, that if no Event of Default exists or is continuing, Borrower shall only be required to pay the foregoing fees, costs and expenses for three (3) audits in any calendar year.

Inspection and Audits. Each Company shall permit Agent and Lenders, or any Persons designated by Agent, to call at such Company's places of business at any reasonable times (upon prior notice to such Company if no Event of Default then exists)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Company's books, records, journals, orders, receipts and any correspondence and other data relating to such Company's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Company's business as Agent may consider reasonable under the circumstances. Each Company shall furnish to Agent such information relevant to Agent's and/or any Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of each such Company's Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Each Company authorizes Agent and Lenders to discuss the affairs, finances and business of such Company with any officers, employees or directors of such Company or with any Affiliate of such Company or the officers, employees or directors of its Parent or any Affiliate of such CompanyAffiliate, and to discuss the financial condition of such Company with such Company's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to such Company's independent public accountants. Borrower Cantar U.S. shall pay to Agent all customary fees (currently Seven Hundred Fifty and No/100 Dollars ($750 750.00) per person man per day) and all reasonable costs and out-of-pocket expenses incurred by Agent in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder; provided, however, that if so long as no Event of Default exists or is continuinghas occurred, Borrower Cantar U.S. and Cantar Canada shall only not be required to pay the foregoing fees, liable for such customary fees in excess of Fifteen Thousand and No/100 Dollars ($15,000.00) in any Fiscal Year (but shall remain liable for all reasonable costs and expenses for three (3) audits in any calendar yearout-of-pocket expenses).

Inspection and Audits. Each Company Borrower and each Guarantor shall permit Agent and LendersAgent, or any Persons designated by Agentit, to call at such CompanyObligor's places of business at any reasonable times (upon prior notice to such Company if time; provided that, so long as no Event of Default then exists)is continuing, the Agent shall give reasonable prior notice and shall call only during regular business hours and, without hindrance or delay, to inspect the Collateral Collateral, visit and inspect the properties of any Obligor, and to inspect, audit, check and make extracts from such CompanyObligor's books, records, journals, orders, receipts and any correspondence and other data relating to such CompanyObligor's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such CompanyObligor's business as Agent may consider reasonable under the circumstances. Each Company Borrower shall furnish to Agent such information relevant to Agent's and/or any Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of each Companyany Borrower's Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Each Company Borrower and each Guarantor authorizes Agent and Lenders to discuss the affairs, finances and business of such Company Obligor with any officers, employees or directors of such Company Obligor or with its Parent or any Affiliate of such Company or the officers, employees or directors of its Parent or any Affiliate of such CompanyAffiliate, and to discuss the financial condition of such Company Obligor with such CompanyObligor's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to such CompanyObligor's independent public accountants. Borrower The Borrowers shall pay to Agent all customary fees (currently $750 per person per day) and all fees, costs and out-of-pocket expenses incurred by Agent in the exercise of its rights hereunder, at the rate of $750.00 per person per day, plus all out-of-pocket expenses, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder; provided, however, that if no Event of Default exists or is continuing, Borrower shall only be required to pay the foregoing fees, costs and expenses for three (3) audits in any calendar year.;