Common use of Inspections; Compliance Audits; Regulatory Review Clause in Contracts

Inspections; Compliance Audits; Regulatory Review. (a) Company will permit or cause to be permitted, as applicable, any authorized representatives designated by any Agent or any Lender to visit and inspect any of the properties of Company or Holdings, at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of Company or Holdings and independent public accountants and (ii) verify the compliance by Company or Holdings with the Credit Agreement, the other Credit Documents and/or the Underwriting Policies, as applicable. Company agrees to pay Agents’ then customary charge for field examinations and audits and the preparation of reports thereof performed or prepared (A) at any time during the existence of a Default or an Event of Default and (B) otherwise up to three (3) times in any calendar year, provided Company shall not be obligated to pay more than $150,000 in the aggregate during any twelve-month period in connection with any examination or audit described in this Section 5.5(a)(ii)(B). If any Agent engages any independent certified public accountants or other third-party provider to prepare any such report, such Agent shall make such report available to any Class A Manager or Lender, upon request, provided, that delivery of any such report may be conditioned on prior receipt by such independent certified public accountants or other third party provider of the acknowledgements and agreements that such independent certified public accountants or third party provider customarily requires of recipients of reports of that kind.

Inspections; Compliance Audits; Regulatory Review. (a) Company will permit or cause to be permitted, as applicable, any authorized representatives designated by any Agent or any Lender to visit and inspect any of the properties of Company or Holdings, at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of Company or Holdings and independent public accountants and (ii) verify the compliance by Company or Holdings with the Credit Agreement, the other Credit Documents and/or the Underwriting Policies, as applicable. Company agrees to pay Agents’ then customary charge for field examinations and audits and the preparation of reports thereof performed or prepared (A) at any time during the existence of a Default or an Event of Default and (B) otherwise up to three one (31) times time in any calendar year, provided Company shall not be obligated to pay more than $150,000 25,000 in the aggregate during any twelve-month period in connection with any examination or audit described in this Section 5.5(a)(ii)(B). If any Agent engages any independent certified public accountants or other third-party provider to prepare any such report, such Agent shall make such report available to any Class A Manager or Lender, upon request, provided, that delivery of any such report may be conditioned on prior receipt by such independent certified public accountants or other third party provider of the acknowledgements and agreements that such independent certified public accountants or third party provider customarily requires of recipients of reports of that kind.

Inspections; Compliance Audits; Regulatory Review. (a) Company will permit or cause to be permitted, as applicable, any authorized representatives designated by any Agent or any Lender to visit and inspect any of the properties of Company or Holdings, at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of Company or Holdings and independent public accountants and (ii) verify the compliance by Company or Holdings with the Credit Agreement, the other Credit Documents and/or the Underwriting Policies, as applicable. Company agrees to pay Agents’ then customary EAST\142259790.4 78 charge for field examinations and audits and the preparation of reports thereof performed or prepared (A) at any time during the existence of a Default or an Event of Default and (B) otherwise up to three one (31) times time in any calendar year, provided Company shall not be obligated to pay more than $150,000 25,000 in the aggregate during any twelve-month period in connection with any examination or audit described in this Section 5.5(a)(ii)(B). If any Agent engages any independent certified public accountants or other third-party provider to prepare any such report, such Agent shall make such report available to any Class A Manager or Lender, upon request, provided, that delivery of any such report may be conditioned on prior receipt by such independent certified public accountants or other third party provider of the acknowledgements and agreements that such independent certified public accountants or third party provider customarily requires of recipients of reports of that kind.