Common use of Inspection; Lender Meeting Clause in Contracts

Inspection; Lender Meeting. Company shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of Company or any of its Subsidiaries once during each Fiscal Year, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (provided that Company may, if it so chooses, be present at or -------- participate in any such discussion) upon reasonable notice and at such reasonable times during normal business hours as may be reasonably requested; provided that, at any time after the occurrence and during the continuance of an -------- Event of Default, Company shall, and shall cause each of its Subsidiaries to permit such additional audits as Administrative Agent may deem necessary or advisable, upon reasonable notice and at such reasonable times during normal business hours as may be reasonably requested. Without in any way limiting the foregoing, Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Agents and Lenders once during each Fiscal Year to be held at Company's corporate offices (or such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

Inspection; Lender Meeting. Company shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of Company or any of its Subsidiaries once during each Fiscal Year, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (provided that Company may, if it so chooses, be present at or -------- participate in any such discussion) upon reasonable notice and at such reasonable times during normal business hours as may be reasonably requested; provided that, at any time after the occurrence and during the continuance of an -------- Event of Default, Company shall, and shall cause each of its Subsidiaries to permit such additional audits as Administrative Agent may deem necessary or advisable, upon reasonable notice and at such reasonable times during normal business hours as may be reasonably requested. Without in any way limiting the foregoing, Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Agents Administrative Agent and Lenders once during each Fiscal Year to be held at Company's corporate offices (or such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

Inspection; Lender Meeting. Company shall, and shall cause each of its Subsidiaries to, (i) permit any authorized representatives designated by any Lender to visit and inspect any of the properties of Company or any of its Subsidiaries once during each Fiscal YearSubsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (provided that Company may, if it so chooses, be present at or -------- participate in any such discussion) ), all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested; provided thatrequested and (ii) permit any authorized representatives designated by Administrative Agent to conduct at Company's expense, at any time after during each twelve month period following the occurrence Closing Date, one audit of all inventory and during the continuance all accounts receivable of an -------- Event of Default, Company shall, and shall cause each of its Subsidiaries in scope and substance substantially similar to permit such additional audits as the audit of inventory and accounts receivable of the Dictaphone Business that was conducted by authorized representatives of Existing Administrative Agent may deem necessary or advisablein July, 1995, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested. Without in any way limiting the foregoing, Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Agents Administrative Agent and Lenders once during each Fiscal Year to be held at Company's corporate offices (or such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

Inspection; Lender Meeting. Company shallwill, and shall will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of Company or any of its Subsidiaries once during each Fiscal YearSubsidiaries, including its and their financial and accounting records, and and, with the permission of Company which shall not be unreasonably withheld, to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (provided that Company may, if it so chooses, be present at or -------- participate in any such discussion) ), all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested; provided that, at any time after the occurrence and during the continuance of an -------- that so long as no Event of DefaultDefault shall have occurred and be continuing, Company shallsuch inspection shall not be disruptive to Company's business, and shall cause each of its Subsidiaries to permit such additional audits as Administrative Agent may deem necessary or advisable, upon reasonable notice and at such reasonable times during normal business hours as may be reasonably requesteddetermined by Company. Without in any way limiting the foregoing, Company will, upon the request of Administrative Agent Agents or Requisite Lenders, participate in a meeting of Agents and Lenders once during each Fiscal Year to be held at Company's corporate offices (or such other location as may be agreed to by Company and Administrative AgentAgents) at such time as may be agreed to by Company and Administrative AgentAgents.

Inspection; Lender Meeting. Company Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of Company Borrower or any of its Subsidiaries once during each Fiscal YearSubsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (provided that Company Borrower may, if it so chooses, be present at or -------- participate in any such discussion) ), all upon reasonable notice and at such reasonable times during normal business hours and as often as Borrower and such Lender may be reasonably requested; provided that, at any time after the occurrence and during the continuance of an -------- Event of Default, Company shall, and shall cause each of its Subsidiaries to permit such additional audits as Administrative Agent may deem necessary or advisable, upon reasonable notice and at such reasonable times during normal business hours as may be reasonably requestedagree. Without in any way limiting the foregoing, Company Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Agents Managing Agent and Lenders once during each Fiscal Year to be held at CompanyBorrower's corporate offices (or such other location as may be agreed to by Company Borrower and Administrative Managing Agent) at such time as may be agreed to by Company Borrower and Administrative Managing Agent, but in any case, as long as no Event of Default or Potential Event of Default shall have occurred and be continuing, no sooner that 15 days after Borrower's annual meeting of stockholders.

Inspection; Lender Meeting. Company shall, and shall cause each of its Subsidiaries to, permit (i) any authorized representatives designated by any Lender through Agent to visit and inspect any of the properties of Company or any of its Subsidiaries once during each Fiscal YearSubsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (provided that Company may, if it so chooses, be present at or -------- participate in any such discussion), and (ii) any authorized representatives designated by Agent to conduct at least one audit of all Collateral during each Fiscal Quarter after the Closing Date (exclusive of the audit of Inventory and Accounts conducted by Agent prior to the Closing Date (the "Base Audit")), each such audit to be substantially similar in scope and substance to the Base Audit, all upon reasonable notice and at such reasonable times during normal business hours and as may be reasonably requested; provided that, at any time after the occurrence and during the continuance of an -------- Event of Default, Company shall, and shall cause each of its Subsidiaries to permit such additional audits as Administrative Agent may deem necessary or advisable, upon reasonable notice and at such reasonable times during normal business hours often as may be reasonably requested. Without in any way limiting the foregoing, Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Agents Agent and Lenders at least once during each Fiscal Year to be held at Company's corporate offices (or such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.