Common use of Visitation, Inspection, Etc Clause in Contracts

Visitation, Inspection, Etc. 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 (subject to such accountant’s customary policies and procedures), all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided, however, other than any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.7 and, absent the existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than one (1) time during any calendar year which shall not be at the Borrower’s expense; provided, further, however, that when an Event of Default 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 advance 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, none of the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or extracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by Law or any 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 (b) is subject to attorney-client or similar privilege or constitutes attorney work product.

Visitation, Inspection, Etc. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit 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 (subject at which an authorized representative of the Borrower shall be entitled to such accountant’s customary policies and proceduresbe present), all at such reasonable times during normal business hours and so long as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrowerno Event of Default has occurred and is continuing, no more frequently than once per Fiscal Year; provided, however, other than any such visits and inspections during the continuation of that unless an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent Default has occurred and the Lenders under this Section 5.7 and, absent the existence of an Event of Defaultis continuing, the Administrative Agent Borrower shall not exercise be responsible for the expense of any such rights more often inspections other than one (1) time during any calendar year which shall not be at inspection per Fiscal Year by the Borrower’s expenseAdministrative Agent; provided, further, however, that when (x) if a Default or an Event of Default existshas 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. 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, none of neither the Borrower or nor any of the Restricted Subsidiaries Subsidiary will be required to disclose, disclose or permit the inspection, examination or making copies or extracts of, inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (aii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by Law law, fiduciary duty or any 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 binding agreement or (biii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work productproduct 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. The Borrower will, and will cause each of its Restricted 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 (subject to such accountant’s customary policies and procedures)accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided, however, other 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 any one such visits visit per Fiscal Year; and inspections during the continuation of provided, further, if an Event of DefaultDefault has occurred and is continuing, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.7 and, absent the existence of an Event of Default, the Administrative Agent no prior notice shall not exercise such rights more often than one (1) time during any calendar year which shall not be at the Borrower’s expenserequired; provided, further, however, that when an so long as no Event of Default exists, the Borrower shall not be required to reimburse the Administrative Agent for visits or any Lender (or any inspections made more frequently than once each Fiscal Year. If an Event of their respective representatives) Default has occurred and is continuing, the Administrative Agent may do any discuss the status of Government Contracts of each Loan Party with the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeapplicable contracting officers. The Administrative Agent and the Lenders shall agrees to (a) give the Borrower not fewer than two days’ prior written notice of taking any 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 (c) provide the Borrower an opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.7, none of the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or extracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by Law or any 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 (b) is subject to attorney-client or similar privilege or constitutes attorney work productdiscussion.

Visitation, Inspection, Etc. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit 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 (subject to such accountant’s customary policies and procedures)accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as the Administrative Agent or any Lender may be reasonably request after desired, upon reasonable prior advance notice to the Borrower; provided, however, other than any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.7 and, absent the existence of an Event of Default, that the Administrative Agent shall not exercise such rights at the Borrower’s expense more often than one (1) time during any calendar year which shall not be at Fiscal Year absent the Borrower’s expenseexistence and continuance of an Event of Default; provided, further, however, that when an Event of Default exists, 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 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 5.76.07, none so long as an Event of the Borrower Default has not occurred and is continuing, no Loan Party or any of the Restricted its Subsidiaries will be required to disclose, disclose or permit the inspection, examination or making copies or extracts of, inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by Law applicable Laws or any 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 binding agreement or (biii) that is subject to attorney-attorney client or similar privilege or constitutes attorney work 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 (2) notify the Administrative Agent and the Lenders as to what is not being provided pursuant to this sentence and (B) such binding agreement or privilege was not created in contemplation of such inspection, audit or discussion.

Visitation, Inspection, Etc. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representative of the Administrative Agent or any Lender, so long as the same does not unreasonably interfere with the business of the Borrowers or any Subsidiary, to (a) visit and inspect its properties, to (b) examine its books and records and to make copies and take extracts therefrom, and (c) to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants accountants, and (subject to such accountant’s customary policies d) conduct appraisals, field examinations and procedures)audits of Accounts, Inventory, other Property of the Borrowers and their Subsidiaries, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Administrative Borrower; provided, however, other than any such visits and inspections during the continuation of an Event of Default, Borrowers shall only be obligated to reimburse the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent for two Real Estate appraisals and the Lenders under this Section 5.7 and, absent the existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than one two field audits in any twelve (112) time during any calendar year which shall not be at the Borrower’s expensemonth period; provided, further, howeverthat (i) if a 20% Triggering Event occurs, that when then the Borrowers shall be obligated to pay the Administrative Agent for three (3) field audits in any twelve month period and (ii) if an Event of Default existshas occurred and is continuing, then the Borrowers shall pay for as many field audits and real estate appraisals that the Administrative Agent or requests in its Permitted Discretion; provided, further, if an Event of Default has occurred and is continuing, no prior notice shall be required; and provided, further, that each person obtaining any Lender (or any such information shall hold all such information in accordance with, and subject to, the confidentiality provisions 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 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, none of the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or extracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by Law or any 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 (b) is subject to attorney-client or similar privilege or constitutes attorney work product10.11.