Common use of Visitation, Inspection, Etc Clause in Contracts

Visitation, Inspection, Etc. Permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present), all at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Year; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing.

Visitation, Inspection, Etc. Permit The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled subject to be presentsuch accountant’s customary policies and procedures), all at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearoften as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided, that unless however, other than any such visits and inspections during the continuation of an Event of Default has occurred Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and is continuingthe Lenders under this Section 5.7 and, absent the existence of an Event of Default, the Borrower Administrative Agent shall not be responsible for the expense of any exercise such inspections other rights more often than one (1) inspection per Fiscal Year by time during any calendar year which shall not be at the Administrative AgentBorrower’s expense; provided, further, however, that (x) if a Default or when an Event of Default has occurred and is continuingexists, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.7, neither none of the Borrower nor or any Subsidiary of the Restricted Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or extracts of, or discussion of, any document, information or other matter that (i) that constitutes trade secrets or proprietary information, (iia) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by law, fiduciary duty Law or any binding agreement bona fide arm’s length third party contract, so long as such contract was not entered into solely for the purposes of circumventing such disclosure or (iiib) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingproduct.

Visitation, Inspection, Etc. Permit (a) Prior to the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Lender at such Lender’s expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the Administrative Agent or any date requested by such Lender, ) to visit and inspect its inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine its and make abstracts from any of their respective books and records and to make copies and take extracts therefrom, and to discuss its with any of the Executive Officers the respective affairs, finances and accounts with any of Parent and its officers and with its independent certified public accountants (at which an authorized representative Subsidiaries. Prior to the occurrence of the Borrower a Default, each Lender shall be entitled to be present)no more than two (2) such visits and inspections per year. (b) After the occurrence of a Default, all permit, and cause each of its Subsidiaries to permit, any representative of any Lender at Parent’s expense to visit and inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine and make abstracts from any of their respective books and records and to discuss with any of the Executive Officers the respective affairs, finances and accounts of Parent and its Subsidiaries. (c) To cooperate and assist, and to cause each of its Subsidiaries to cooperate and assist, in such visits and inspections set forth in paragraphs (a) and (b) above in this Section, in each case at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearoften as may reasonably be desired; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, furtherhowever, that (xi) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or in no event shall any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours have access to information prohibited by law, and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect the event any Lender desires to inspect confidential matters (which matters shall in no event include financial information and data of Parent or its Subsidiaries or other information the Lenders may require in order to determine compliance this Agreement) under this Section, such Lender shall executed a confidentiality agreement relating to such matters, which disclosure agreement shall contain reasonable terms acceptable to such Lender and its counsel. Notwithstanding the Administrative Agent foregoing, Wachovia may disclose confidential information to governmental regulatory authorities in connection with any regulatory examination of Wachovia or in accordance with Wachovia’s regulatory compliance policy if Wachovia deems necessary for the mitigation of claims by those authorities against Wachovia or any Lender (of its subsidiaries or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingaffiliates.

Visitation, Inspection, Etc. Permit (a) The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its propertiesproperties (including, without limitation, the Real Estate), to conduct audits of the Collateral (including without limitation all Accounts and all records relating thereto), to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present)accountants, all at such reasonable times during normal business hours and so long as no often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided, however, if an Event of Default has occurred and is continuing, no prior notice shall be required. The Borrower shall be obligated to reimburse (i) the Administrative Agent for its costs and expenses incurred in connection with the exercise of the rights of the Administrative Agent under this Section no more frequently than once per Fiscal Year; provided, that calendar year unless an Event of Default has occurred and is continuing, continuing and (ii) each Lender for its costs and expenses incurred in connection with the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any exercise of the foregoing at the expense rights of the Borrower such Lender under this Section at any time during normal business hours and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing. (b) The Borrower will, and will cause each of its Subsidiaries to, deliver to the Lenders (x) such field audits of all Accounts of the Loan Parties as the Required Lenders may reasonably request at any time and from time to time, such field audits to be conducted by auditors, and in form and substance, satisfactory to the Required Lenders, at the expense of the Borrower and no less often than annually; and (y) such appraisals of the Real Estate and other fixed assets of the Loan Parties as the Required Lenders may reasonably request at any time and from time to time, such appraisals to be conducted by an appraiser, and in form and substance, reasonably satisfactory to the Required Lenders, conducted at the expense of the Borrower.

Visitation, Inspection, Etc. Permit (a) Prior to the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Lender at such Lender's expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the Administrative Agent or any date requested by such Lender, ) to visit and inspect its inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine its and make abstracts from any of their respective books and records and to make copies and take extracts therefrom, and to discuss its with any of the Executive Officers the respective affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower and its Subsidiaries. Prior to the occurrence of a Default, each Lender shall be entitled to be present)no more than two (2) such visits and inspections per year. (b) After the occurrence of a Default, all permit, and cause each of its Subsidiaries to permit, any representative of any Lender at the Borrower's expense to visit and inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine and make abstracts from any of their respective books and records and to discuss with any of the Executive Officers the respective affairs, finances and accounts of the Borrower and its Subsidiaries. (c) To cooperate and assist, and to cause each of its Subsidiaries to cooperate and assist, in such visits and inspections set forth in paragraphs (a) and (b) above in this Section, in each case at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearoften as may reasonably be desired; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, furtherhowever, that (xi) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or in no event shall any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours have access to information prohibited by law, and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or event any Lender desires to inspect confidential matters (which matters shall in no event include financial information and data of the Borrower or their representativesits Subsidiaries or other information the Lenders may require in order to determine compliance this Agreement) is prohibited by lawunder this Section, fiduciary duty or any binding such Lender shall executed a confidentiality agreement or (iii) that is subject relating to attorney client or similar privilege or constitutes attorney work product such matters, which agreement shall contain reasonable terms acceptable to such Lender and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingits counsel.

Visitation, Inspection, Etc. Permit Permit, and cause each of its Subsidiaries to permit, any representative of the Administrative any Co-Agent or any Lender, Lender to visit and inspect any of its propertiesproperty, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present)officers, all at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearoften as such Co-Agent or Lender may reasonably request after reasonable prior notice to Interface; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, furtherhowever, that (x) if at any time following the occurrence and during the continuance of a Default or an Event of Default has occurred and is continuingDefault, no prior notice to Interface shall be required. To the Administrative extent that any Co-Agent or Lender thereby obtains possession of non-public information constituting trade secrets, technology or other similar proprietary - 103 - information identified to the Co-Agent or Lender in writing by Interface as being subject to confidential treatment under this Agreement, such party shall treat such information as confidential. In any event, such Co-Agent or Lender may, subject to Section 11.06(e), make disclosure to any assignee or participant, or to any prospective assignee or participant, in connection with an assignment or participation permitted thereby, or as required or requested by any governmental agency or representative thereof, or as required to defend any legal action or to exercise any rights, remedies or powers available to the Agents or Lender under the Credit Documents or as otherwise required by law or pursuant to legal process; provided, that, unless prohibited by applicable law or court order, such Co-Agent or Lender shall notify Interface as promptly as practicable after receipt thereof of any governmental request, subpoena or court order (other than any such request, subpoena or any of their respective representatives) may do any court order in connection with an examination of the financial condition of such Co-Agent or Lender by any governmental agency) for disclosure of any such non-public information; provided, however, that no delay or failure to provide such notice shall give rise to any claim, defense or right of offset against such Lender or Co-Agent hereunder. The foregoing at the expense shall not prohibit disclosure of the Borrower at any time during normal business hours and upon reasonable advance written notice. Notwithstanding anything such information to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, extent it has become public information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which than through a disclosure to the Administrative by a Co-Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingotherwise permitted herein.

Visitation, Inspection, Etc. Permit (a) The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and and, in the presence of an officer the Borrower, with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present)accountants, all at such reasonable times during normal business hours and as often as the Administrative Agent or any Lender may reasonably request at reasonable intervals after reasonable prior notice to the Borrower; provided, however, if an Event of Default has occurred and is continuing, no prior notice or limitations on intervals shall be required; provided, further, that any failure of the Borrower’s independent certified public accountants to agree to meet with the Administrative Agent or any Lender shall not constitute a breach by the Borrower of this Section 5.7. The Borrower shall be obligated to reimburse the Administrative Agent for its costs and expenses incurred in connection with the exercise of the rights of the Administrative Agent under this Section no more frequently than four (4) times per calendar year unless an Event of Default has occurred and is continuing. (b) The Borrower will, and will cause each of its Subsidiaries (other than Monetization Subsidiaries) to, deliver to the Lenders such field audits of all Inventory and Accounts of the Loan Parties once annually and as the Required Lenders may reasonably request, all at reasonable times and upon advance notice to the Borrower, all such field audits to be conducted by internal auditors of the Administrative Agent or of nationally recognized standing, and in form and substance, reasonably satisfactory to the Required Lenders; provided that so long as no Event of Default has occurred and is continuing, in no event shall any such audit be conducted more frequently than once per during each Fiscal Year; provided, that unless an Event of Default has occurred and is continuing, the Quarter. The Borrower shall not be responsible for pay the expense reasonable fees and expenses of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. Notwithstanding anything auditor as to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuinginvoices have been furnished.

Visitation, Inspection, Etc. Permit The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or one of its representatives or designees (which may be any Lender), to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present)accountants, all at such reasonable times during normal business hours and as often as the Administrative Agent may reasonably request after reasonable prior notice to the Borrower; provided, however, that if there shall not have occurred a Borrowed Money Triggering Event nor a Leverage Ratio Triggering Event, and so long as no Event of Default exists, there shall be no more than one such visit per Fiscal Year; and provided, further, if an Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearprior notice shall be required; provided, further, that unless an so long as no Event of Default has occurred and is continuingexists, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by required to reimburse the Administrative Agent; provided, further, that (x) if a Default Agent for visits or inspections made more frequently than once each Fiscal Year. If an Event of Default has occurred and is continuing, the Administrative Agent or any Lender may discuss the status of Government Contracts of each Loan Party with the applicable contracting officers. The Administrative Agent agrees to (or any of their respective representativesa) may do any of the foregoing at the expense of give the Borrower at not fewer than two days’ prior written notice of taking any time during normal business hours action described in the preceding sentence, (b) obtain the Borrower’s permission (which is not to be unreasonably withheld, conditioned or delayed) prior to contacting the contracting officer under any Government Contract, and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7, neither (c) provide the Borrower nor an opportunity to participate in any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingsuch discussion.

Visitation, Inspection, Etc. Permit Permit, and cause each of its Subsidiaries to permit, any representative of the Administrative any Co-Agent or any Lender, Lender to visit and inspect any of its propertiesproperty, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present)officers, all at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearoften as such Co-Agent or Lender may reasonably request after reasonable prior notice to Interface; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, furtherhowever, that (x) if at any time following the occurrence and during the continuance of a Default or an Event of Default has occurred and is continuingDefault, no prior notice to Interface shall be required. To the Administrative extent that any Co-Agent or Lender thereby obtains possession of non-public information constituting trade secrets, technology or other similar proprietary information identified to the Co-Agent or Lender in writing by Interface as being subject to confidential treatment under this Agreement, such party shall treat such information as confidential. In any event, such Co-Agent or Lender may, subject to Section 11.06(e), make disclosure to any assignee or participant, or to any prospective assignee or participant, in connection with an assignment or participation permitted thereby, or as required or requested by any governmental agency or representative thereof, or as required to defend any legal action or to exercise any rights, remedies or powers available to the Agents or Lender under the Credit Documents or as otherwise required by law or pursuant to legal process; provided, that unless prohibited by applicable law or court order, such Co-Agent or Lender shall notify Interface as promptly as practicable after receipt thereof of any governmental request, subpoena or court order (other than any such request, subpoena or any of their respective representatives) may do any court order in connection with an examination of the financial condition of such Co-Agent or Lender by any governmental agency) for disclosure of any such non-public information; provided, however, that no delay or failure to provide such notice shall give rise to any claim, defense or right of offset against such Lender or Co-Agent hereunder. The foregoing at the expense shall not prohibit disclosure of the Borrower at any time during normal business hours and upon reasonable advance written notice. Notwithstanding anything such information to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, extent it has become public information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which than through a disclosure to the Administrative by a Co-Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingotherwise permitted herein.

Visitation, Inspection, Etc. Permit (a) Prior to the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Lender at such Lender's expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the Administrative Agent or any date requested by such Lender, ) to visit and inspect its inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine its and make abstracts from any of their respective books and records and to make copies and take extracts therefrom, and to discuss its with any of the Executive Officers the respective affairs, finances and accounts with any of Borrower and its officers and with its independent certified public accountants (at which an authorized representative Subsidiaries. Prior to the occurrence of the Borrower a Default, each Lender shall be entitled to be present)no more than two (2) such visits and inspections per year. (b) After the occurrence of a Default, all permit, and cause each of its Subsidiaries to permit, any representative of any Lender at Borrower's expense to visit and inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine and make abstracts from any of their respective books and records and to discuss with any of the Executive Officers the respective affairs, finances and accounts of Borrower and its Subsidiaries. (c) To cooperate and assist, and to cause each of its Subsidiaries to cooperate and assist, in such visits and inspections set forth in paragraphs (a) and (b) above in this Section, in each case at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearoften as may reasonably be desired; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, furtherhowever, that (xi) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or in no event shall any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours have access to information prohibited by law, and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or event any Lender desires to inspect confidential matters (which matters shall in no event include financial information and data of Borrower or their representativesits Subsidiaries or other information the Lenders may require in order to determine compliance this Agreement) is prohibited by lawunder this Section, fiduciary duty or any binding such Lender shall executed a confidentiality agreement or (iii) that is subject relating to attorney client or similar privilege or constitutes attorney work product such matters, which agreement shall contain reasonable terms acceptable to such Lender and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingits counsel.

Visitation, Inspection, Etc. Permit Permit, and cause each of its Subsidiaries to permit, any representative of the Administrative any Agent or any Lender, Lender to visit and inspect any of its propertiesproperty, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present)officers, all at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuingoften as such Agent or Lender may reasonably request after reasonable prior notice to Borrower; PROVIDED, no more frequently than once per Fiscal Year; providedHOWEVER, that unless an Event at any time following the occurrence and during the continuance of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default or an Event of Default has occurred and is continuingDefault, no prior notice to Borrower shall be required. To the Administrative extent that any Agent or Xxxxxx thereby obtains possession of non-public information constituting trade secrets, technology or other similar proprietary information identified to the Agent or Lender in writing by Xxxxxxxx as being subject to confidential treatment under this Agreement, such party shall treat such information as confidential. In any event, such Agent or Lender may, subject to Section 10.06(e), make disclosure to any assignee or participant which has been notified of this confidentiality obligation and agreed in writing to observe and comply therewith, or to any prospective assignee or participant, in connection with an assignment or participation permitted thereby, or as required or requested by any governmental agency or representative thereof, or as required to defend any legal action or to exercise any rights, remedies or powers available to the Agents or Lender under the Credit Documents or as otherwise required by law or pursuant to legal process; PROVIDED, THAT, unless prohibited by applicable law or court order, such Agent or Lender shall notify Borrower as promptly as practicable after receipt thereof of any governmental request, subpoena or court order (other than any such request, subpoena or any of their respective representatives) may do any court order in connection with an examination of the financial condition of such Agent or Lender by any governmental agency) for disclosure of any such non-public information; PROVIDED, HOWEVER, that no delay or failure to provide such notice shall give rise to any claim, defense or right of offset against such Lender or Agent hereunder. The foregoing at the expense shall not prohibit disclosure of the Borrower at any time during normal business hours and upon reasonable advance written notice. Notwithstanding anything such information to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, extent it has become public information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which than through a disclosure to the Administrative by a Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingotherwise permitted herein.

Visitation, Inspection, Etc. Permit The Borrowers will, and will cause each of the Loan Parties to, permit any representative of the Administrative Agent or any LenderAgent, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (provided that such Loan Party may, if it so chooses be present at which an authorized representative of the Borrower shall be entitled to be presentor participate in any such discussion), all at such reasonable times during normal business hours and so long as no often as the Administrative Agent may reasonably request after reasonable prior notice to the Borrower Representative; provided, however, if an Event of Default has occurred and is continuing, no prior notice shall be required; provided further, that the Loan Parties shall only be obligated to reimburse the Administrative Agent for the expenses of one visit and inspection per year or more frequently than once per Fiscal Year; provided, that unless if an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of ; and that any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default Lender or an Event of Default has occurred and is continuing, Lenders may accompany the Administrative Agent or any Lender (or of its representatives in connection with any of their respective representatives) may do any of the foregoing inspection at the expense of the Borrower at any time during normal business hours and upon reasonable advance written noticesuch Lender’s expense. Notwithstanding anything to the contrary in this Section 5.7herein, neither the Borrower Borrowers nor any Subsidiary will of their respective Subsidiaries shall be required to disclose or disclose, permit the inspection inspection, examination or making of copies or abstracts of, or any discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their its representatives) is prohibited by law, fiduciary duty or any binding agreement applicable law or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product and product; provided that promptly after determining that any of the Borrowers or their Subsidiaries is not permitted to disclose any such information as a result of items (yi) , (ii) or (iii) set forth above, the Borrower Representative shall provide the Administrative Agent with an officer’s certificate describing the circumstances under which such Borrower or Subsidiary is not permitted to disclose such information, provided further that the Responsible Officer delivering such officer’s certificate may rely upon the advice of counsel (which may be provided by in-house counsel of the Borrower Representative) as to matters of law, rule or regulation with respect to any information that such Borrower or Subsidiary is prohibited from disclosing under any of the circumstances described in this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing7.7.

Visitation, Inspection, Etc. Permit (i) Prior to the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Funding Party at such Funding Party's expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the Administrative Agent or any Lender, date requested by such Funding Party) to visit and inspect its inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine its and make abstracts from any of their respective books and records and to make copies and take extracts therefrom, and to discuss its with any of the Executive Officers the respective affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled Lessee and its Subsidiaries. Prior to be present), all at such reasonable times during normal business hours and so long as no the occurrence of a Potential Event of Default has occurred and is continuing, no more frequently than once per Fiscal Year; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default or an Event of Default has occurred Default, each Lender shall be entitled to no more than two (2) such visits and is continuinginspections per year. (ii) After the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Funding Party at the Administrative Agent Lessees' expense to visit and inspect, in the company of any of the Executive Officers or any Lender (or their designees and their independent public accountants, any of their respective representatives) may do properties, and to examine and make abstracts from any of their respective books and records and to discuss with any of the foregoing at Executive Officers the expense respective affairs, finances and accounts of the Borrower at any time during normal business hours Lessee and upon reasonable advance written notice. Notwithstanding anything its Subsidiaries. (iii) To cooperate and assist, and to the contrary cause each of its Subsidiaries to cooperate and assist, in such visits and inspections set forth in paragraphs (i) and (ii) above in this Section 5.75.1(e), neither the Borrower nor any Subsidiary will in each case at such reasonable times and as often as may reasonably be required to disclose or permit the inspection or discussion ofdesired; provided, any documenthowever, information or other matter that (i) that constitutes trade secrets or proprietary informationin no event shall any Funding Party have access to information prohibited by law, and (ii) in respect the event any Funding Party desires to inspect confidential matters (which matters shall in no event include financial information and data of the Lessee or its Subsidiaries or other information the Funding Parties may require in order to determine compliance this Agreement) under this Section, such Funding Party shall executed a confidentiality agreement relating to such matters, which disclosure agreement shall contain reasonable terms acceptable to the Administrative Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product such Funding Party and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingits counsel.

Visitation, Inspection, Etc. Permit (i) Prior to the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Funding Party at such Funding Party's expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the Administrative Agent or any Lender, date requested by such Funding Party) to visit and inspect its inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine its and make abstracts from any of their respective books and records and to make copies and take extracts therefrom, and to discuss its with any of the Executive Officers the respective affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled Lessee and its Subsidiaries. Prior to be present), all at such reasonable times during normal business hours and so long as no the occurrence of a Potential Event of Default has occurred and is continuing, no more frequently than once per Fiscal Year; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default or an Event of Default has occurred Default, each Lender shall be entitled to no more than two (2) such visits and is continuinginspections per year. (ii) After the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Funding Party at the Administrative Agent Lessees' expense to visit and inspect, in the company of any of the Executive Officers or any Lender (or their designees and their independent public accountants, any of their respective representatives) may do properties, and to examine and make abstracts from any of their respective books and records and to discuss with any of the foregoing at Executive Officers the expense respective affairs, finances and accounts of the Borrower at any time during normal business hours ChoicePoint and upon reasonable advance written notice. Notwithstanding anything its Subsidiaries. (iii) To cooperate and assist, and to the contrary cause each of its Subsidiaries to cooperate and assist, in such visits and inspections set forth in paragraphs (i) and (ii) above in this Section 5.75.1(e), neither the Borrower nor any Subsidiary will in each case at such reasonable times and as often as may reasonably be required to disclose or permit the inspection or discussion ofdesired; provided, any documenthowever, information or other matter that (i) that constitutes trade secrets or proprietary informationin no event shall any Funding Party have access to information prohibited by law, and (ii) in respect the event any Funding Party desires to inspect confidential matters (which matters shall in no event include financial information and data of ChoicePoint or its Subsidiaries or other information the Funding Parties may require in order to determine compliance this Master Agreement) under this Section, such Funding Party shall executed a confidentiality agreement relating to such matters, which disclosure agreement shall contain reasonable terms acceptable to the Administrative Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product such Funding Party and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingits counsel.

Visitation, Inspection, Etc. Permit any representative of the Administrative Agent or any and each Lender, to visit and inspect any of its properties, to examine its books examine, audit and records and to make copies of its corporate, financial and take extracts therefromoperating records, and to discuss its affairs, finances and accounts with any of its officers directors, officers, and with its independent certified public accountants (accountants, all at which an authorized representative the expense of the Borrower shall be entitled to be present), all and at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuingoften as may be reasonably desired, no more frequently than once per Fiscal Yearupon reasonable advance notice to the Borrower; provided, however, that unless an Event of Default has occurred and is continuing, the Borrower Administrative Agent shall not be responsible for exercise such rights at the Borrower’s expense of any such inspections other more often than one (1) inspection per time during any Fiscal Year by absent the Administrative Agentexistence and continuance of an Event of Default; provided, further, that (x) if a Default or when an Event of Default has occurred and is continuing, exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. Notwithstanding anything to the contrary in this Section 5.76.07, neither the Borrower nor so long as an Event of Default has not occurred and is continuing, no Loan Party or any Subsidiary of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by law, fiduciary duty applicable Laws or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product product; provided, that, (A) the Borrower agrees to (1) use commercially reasonable efforts to obtain waivers and to otherwise provide such information that does not violate such obligations and (y2) notify the Administrative Agent and the Lenders as to what is not being provided pursuant to this Section 5.7 shall sentence and (B) such binding agreement or privilege was not apply to Immaterial Foreign Subsidiaries unless an Event created in contemplation of Default has occurred and is continuingsuch inspection, audit or discussion.

Visitation, Inspection, Etc. Permit (i) Prior to the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Funding Party at such Funding Party's expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the Administrative Agent or any Lender, date requested by such Funding Party) to visit and inspect its inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine its and make abstracts from any of their respective books and records and to make copies and take extracts therefrom, and to discuss its with any of the Executive Officers the respective affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled Lessee and its Subsidiaries. Prior to be present), all at such reasonable times during normal business hours and so long as no the occurrence of a Potential Event of Default has occurred and is continuing, no more frequently than once per Fiscal Year; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, further, that (x) if a Default or an Event of Default has occurred Default, each Lender shall be entitled to no more than two (2) such visits and is continuinginspections per year. (ii) After the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Funding Party at the Administrative Agent Lessees' expense to visit and inspect, in the company of any of the Executive Officers or any Lender (or their designees and their independent public accountants, any of their respective representatives) may do properties, and to examine and make abstracts from any of their respective books and records and to discuss with any of the foregoing at Executive Officers the expense respective affairs, finances and accounts of the Borrower at any time during normal business hours Lessee and upon reasonable advance written notice. Notwithstanding anything its Subsidiaries. (iii) To cooperate and assist, and to the contrary cause each of its Subsidiaries to cooperate and assist, in such visits and inspections set forth in paragraphs (i) and (ii) above in this Section 5.75.1(e), neither the Borrower nor any Subsidiary will in each case at such reasonable times and as often as may reasonably be required to disclose or permit the inspection or discussion ofdesired; provided, any documenthowever, information or other matter that (i) that constitutes trade secrets or proprietary informationin no event shall any Funding Party have access to information prohibited by law, and (ii) in respect the event any Funding Party desires to inspect confidential matters (which matters shall in no event include financial information and data of which disclosure the Lessee or its Subsidiaries or other information the Funding Parties may require in order to the Administrative Agent or any Lender (or their representativesdetermine compliance this Agreement) is prohibited by lawunder this Section, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 such Funding Party shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing.executed a confidentiality

Visitation, Inspection, Etc. Permit (a) Prior to the occurrence of a Default, permit, and cause each of its Subsidiaries to permit, any representative of any Lender at such Lender's expense after reasonable notice during regular business hours (which date of visit shall be mutually agreed upon but shall not be later than 2 weeks after the Administrative Agent or any date requested by such Lender, ) to visit and inspect its inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine its and make abstracts from any of their respective books and records and to make copies and take extracts therefrom, and to discuss its with any of the Executive Officers the respective affairs, finances and accounts with any of Borrower and its officers and with its independent certified public accountants (at which an authorized representative Subsidiaries. Prior to the occurrence of the Borrower a Default, each Lender shall be entitled to be present)no more than two (2) such visits and inspections per year. (b) After the occurrence of a Default, all permit, and cause each of its Subsidiaries to permit, any representative of any Lender at Borrower's expense to visit and inspect, in the company of any of the Executive Officers or their designees and their independent public accountants, any of their respective properties, and to examine and make abstracts from any of their respective books and records and to discuss with any of the Executive Officers the respective affairs, finances and accounts of Borrower and its Subsidiaries. (c) To cooperate and assist, and to cause each of its Subsidiaries to cooperate and assist, in such visits and inspections set forth in paragraphs (a) and (b) above in this Section, in each case at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Yearoften as may reasonably be desired; provided, that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided, furtherhowever, that (xi) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or in no event shall any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours have access to information prohibited by law, and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7, neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect the event any Lender desires to inspect confidential matters (which matters shall in no event include financial information and data of Borrower or its Subsidiaries or other information the Lenders may require in order to determine compliance this Agreement) under this Section, such Lender shall executed a confidentiality agreement relating to such matters, which disclosure agreement shall contain reasonable terms acceptable to such Lender and its counsel. Notwithstanding the Administrative Agent foregoing, Wachovia may disclose confidential information to governmental regulatory authorities in connection with any regulatory examination of Wachovia or in accordance with Wachovia's regulatory compliance policy if Wachovia deems necessary for the mitigation of claims by those authorities against Wachovia or any Lender (of its subsidiaries or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuingaffiliates.