Common use of Visitation; Verification Clause in Contracts

Visitation; Verification. The Borrower and its Subsidiaries shall permit such Persons as the Lender may designate from time to time to visit and inspect any of the properties of the Borrower and its Subsidiaries to examine their respective books and records and take copies and extracts therefrom and to discuss their affairs with their directors, officers, employees and independent accountants at such times and as often as the Lender may reasonably request; provided that prior to the occurrence and continuation of an Event of Default, (i) the Lender shall provide at least two days’ prior advance notice to the Borrower of its intention to visit or inspect any of the properties of the Borrower and its Subsidiaries; and (ii) all such visits or inspections shall be conducted during the normal business hours of the Borrower and without undue interference with the conduct of the Borrower’s business. Prior to the occurrence and continuation of an Event of Default, the Borrower shall reimburse the Lender for actual out-of-pocket costs and expenses of no more than two such visits or inspections in any calendar year; and any additional visits or inspections shall be at the sole cost and expense of the Lender. Following an Event of Default, the Borrower shall reimburse the Lender for all visits or inspections. The Lender shall have the right to examine and verify accounts, inventory and other properties and liabilities of the Borrower and its Subsidiaries from time to time, and the Borrower shall cooperate with the Lender in such verification. Without limitation of the foregoing, the Borrower hereby authorizes its officers, employees and independent accountants to discuss with the Lender the affairs of the Borrower and its Subsidiaries.

Visitation; Verification. The Borrower Company and its Subsidiaries shall permit such Persons as the Lender Purchasers or the Collateral Agent may designate from time to time to visit and inspect any of the properties of the Borrower Company and its Subsidiaries to examine their respective books and records and take copies and extracts therefrom and to discuss their affairs with their directors, officers, employees and independent accountants at such times and as often as the Lender Purchasers or the Collateral Agent may reasonably request; provided that prior to the occurrence and continuation of an Event of Default, (i) the Lender any such Person shall provide at least two days’ ' prior advance notice to the Borrower Company of its intention to visit or inspect any of the properties of the Borrower Company and its Subsidiaries; and (ii) all such visits or inspections shall be conducted during the normal business hours of the Borrower Company and without undue interference with the conduct of the Borrower’s Company's business. Prior to Following and during the occurrence and continuation of an Event of Default, the Borrower Company shall reimburse the Lender Collateral Agent for actual out-of-pocket reasonable costs and expenses of no more than two such visits or for all inspections in any calendar year; and any additional for all other times all such visits or inspections shall be at the sole cost and expense of the LenderPurchasers. Following an Event If the Collateral Agent at any time has a reasonable basis to believe that there may be a violation of Defaultany federal, state or local laws, rules or regulations relating to or governing the use, storage, disposal, research or testing of anthrax and/or other biological or microbial agents which could reasonably be expected to have a Material Adverse Effect, then the Company shall, upon Collateral Agent's written request, (i) cause the performance of such environmental audits, and preparation of such environmental reports, at the Company's expense, as Collateral Agent may from time to time reasonably request, which shall be conducted by reputable environmental consulting firms reasonably acceptable to Collateral Agent and shall be in form and substance reasonably acceptable to Collateral Agent, and (ii) permit Collateral Agent or its representatives to have access to all property for the purpose of conducting such environmental audits and testing. The Company shall reimburse Collateral Agent for the costs of such audits and tests. Subject to the limitations required due to the nature of any classified work, contracts or customer relationships, the Borrower shall reimburse the Lender for all visits or inspections. The Lender Collateral Agent shall have the right to examine and verify accounts, inventory and other properties and liabilities of the Borrower Company and its Subsidiaries from time to time, and the Borrower Company shall cooperate with the Lender Collateral Agent in such verification. Without limitation of the foregoing, subject to limitations required due to the Borrower nature of any classified work, contracts or customer relationships, the Company hereby authorizes its officers, employees and independent accountants to discuss with the Lender Purchasers and the Collateral Agent the affairs of the Borrower Company and its Subsidiaries.