Common use of Inspection; Lender Meeting Clause in Contracts

Inspection; Lender Meeting. Each Credit Party shall permit any authorized representatives of either Agent to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, 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 business with its and their officers and certified public accountants, at such reasonable times during normal business hours and as often as may be reasonably requested; provided that so long as no Event of Default has occurred and is continuing (i) such audits and inspections shall be conducted no more frequently than once per Fiscal Year and the applicable Credit Party shall have been given three (3) Business Days prior notice of such audit or inspection and (ii) with respect to such discussions with such certified public accounts, the applicable Credit Party shall have been afforded the opportunity to be present as such discussions. Representatives of each Lender will be permitted to accompany representatives of any Agent during each visit, inspection and discussion referred to in the immediately preceding sentence. In addition to the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agents and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by any Agent. In addition, Borrowers agree to reimburse US Agent and/or Canadian Agent in connection with: (i) the reasonable and documented actual out-of-pocket costs (including reasonable fees and expenses) of any Collateral audit if a third party auditor is retained to conduct such audit or (ii) field audit charges as the US Agent may from time to time establish (which are presently $800 per person per day) per diem per auditor per audit conducted with respect to any US Credit Party and field audit charges as the Canadian Agent may from time to time establish (which are presently $800 per person per day), incurred by Canadian Agent, per diem per auditor per audit conducted with respect to any Canadian Credit Party, plus, in each case, actual reasonable, documented out-of-pocket expenses if US Agent’s or Canadian Agent’s in-house auditors conduct such Collateral audit, in either case not more than two times in any twelve-month period absent an Event of Default.

Inspection; Lender Meeting. Each Credit Party shall shall, upon five (5) Business Days’ notice, permit any authorized representatives of either Agent (or, in the case of Canadian Borrower, Canadian Agent) to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, 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 business with its and their officers and certified public accountants, at such reasonable times during normal business hours and without undue disruption to the business of the Credit Parties as often as may be reasonably requestedrequested (a “Collateral Audit”); provided provided, that so long as no Event of Default has occurred and is continuing (i) and Aggregate Borrowing Availability equals or exceeds $40,000,000, Agent shall not conduct more than three Collateral Audits per year. So long as an Event of Default has occurred and is continuing, such audits and inspections shall Collateral Audits may be conducted no more frequently than once per Fiscal Year and the applicable Credit Party shall have been given three (3) on one Business Days prior notice of such audit or inspection and (ii) with respect to such discussions with such certified public accounts, the applicable Credit Party shall have been afforded the opportunity to be present as such discussionsDay’s notice. Representatives of each Lender (at such Lender’s expense) will be permitted to accompany representatives of any Agent or Canadian Agent, as applicable, during each visit, inspection and discussion referred to in the immediately preceding sentence. In addition to Without in any way limiting the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agents Agent (or, in the case of Canadian Borrower, Canadian Agent) and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by any Agent (or, in the case of Canadian Borrower, Canadian Agent). In addition, Borrowers agree to reimburse US Agent and/or Canadian Agent Agents in connection withwith up to three Collateral Audits per year (or more if an Event of Default has occurred and is continuing or Aggregate Borrowing Availability is less than $40,000,000) for: (i) the reasonable and documented actual out-of-pocket costs (including reasonable fees and expenses) of any such Collateral audit Audit if a third party auditor is retained to conduct such audit or (ii) field audit charges as the US Agent may from time to time establish (which are presently of $800 per person per day) 750 per diem per auditor per audit conducted with respect to any US Credit Party and field audit charges as the Canadian Agent may from time to time establish (which are presently $800 per person per day), incurred by Canadian Agent, per diem per auditor per audit conducted with respect to any Canadian Credit Party, plus, in each case, plus actual reasonable, documented out-of-pocket expenses if US Agent’s or Canadian Agent’s in-house auditors conduct such Collateral auditAudit; provided, in either case not more than two times in any twelve-month period absent an that so long as no Default or Event of DefaultDefault has occurred and is continuing, such Collateral Audit expenses shall not exceed $50,000 per year; provided, further that Canadian Borrower shall not be responsible for any such charges, fees and expenses incurred with respect to U.S. Borrower.

Inspection; Lender Meeting. Each Upon three (3) days' prior written notice to the Credit Parties and the Lenders, each Credit Party shall permit any authorized representatives of either Agent to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, including its and their financial and accounting recordsrecords (which audits and inspections of financial and accounting records shall in the absence of an Event of Default take place in Borrower's corporate office), and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and as often as may be reasonably requestedrequested (collectively a "Field Review"); provided, that, upon the occurrence and continuance of an Event of Default, Agent shall not be required to provide any notice to the Credit Parties prior to the performance of a Field Review; provided that further, that, so long as no Event of Default has occurred and is continuing (i) such audits and inspections continuing, Agent shall be conducted no more frequently than once per Fiscal Year and the applicable Credit Party shall have been given three limited to two (32) Business Days prior notice of such audit or inspection and (ii) with respect to such discussions with such certified public accounts, the applicable Credit Party shall have been afforded the opportunity to be present as such discussionsField Reviews during any calendar year. Representatives of each Lender will be permitted to accompany representatives of any Agent during each visitField Review at such Lender's expense. Without in any way limiting the foregoing, inspection commencing on or after January 31, 2007, upon three (3) days' prior written notice to the Credit Parties and discussion referred the Agent, each Credit Party shall also permit any authorized representatives of a Lender selected by Requisite Lenders ("Nominee Lender") to conduct additional Field Reviews (in scope satisfactory to such Nominee Lender and with all of the immediately preceding sentencesame rights and privileges otherwise afforded to the Agent in connection with its Field Reviews) at such reasonable times during normal business hours and as often as may be reasonably requested, and Borrower shall, upon demand, reimburse Nominee Lender for all reasonable, out-of-pocket fees, charges, costs and expenses that may be incurred by Nominee Lender (including all reasonable fees and expenses of any accountants or other professionals retained by Nominee Lender) in connection with each such Field Review; provided, that, upon the occurrence and continuance of an Event of Default, Nominee Lender shall not be required to provide any notice to the Credit Parties prior to the performance of any such Field Review; and provided further, that, so long as no Event of Default has occurred and is continuing, (i) Nominee Lender shall be limited to one Field Review during any calendar year and (ii) the fees, charges, costs and expenses of Nominee Lender to be reimbursed by Borrower under this sentence shall not exceed the sum of Fifty Thousand Dollars ($50,000.00) per Field Review. In addition to the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agents Agent and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by any Agent. In addition, Borrowers agree to reimburse US Agent and/or Canadian Agent in connection with: (i) the reasonable and documented actual out-of-pocket costs (including reasonable fees and expenses) of any Collateral audit if a third party auditor is retained to conduct such audit or (ii) field audit charges as the US Agent may from time to time establish (which are presently $800 per person per day) per diem per auditor per audit conducted with respect to any US Credit Party and field audit charges as the Canadian Agent may from time to time establish (which are presently $800 per person per day), incurred by Canadian Agent, per diem per auditor per audit conducted with respect to any Canadian Credit Party, plus, in each case, actual reasonable, documented out-of-pocket expenses if US Agent’s or Canadian Agent’s in-house auditors conduct such Collateral audit, in either case not more than two times in any twelve-month period absent an Event of Default.

Inspection; Lender Meeting. Each Credit Party shall permit any authorized representatives of either Agent to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, 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 business with its and their officers and certified public accountants, at such reasonable times during normal business hours and as often as may be reasonably requested; provided that so long as no Event of Default has occurred and is continuing (i) such audits and inspections shall be conducted no more frequently than once per Fiscal Year and the applicable Credit Party shall have been given three (3) Business Days prior notice of such audit or inspection and (ii) with respect to such discussions with such certified public accounts, the applicable Credit Party shall have been afforded the opportunity to be present as such discussions. Representatives of each Lender will be permitted to accompany representatives of any Agent during each visit, inspection and discussion referred to in the immediately preceding sentence. In addition to the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agents and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by any Agent. In addition, Borrowers agree to reimburse US Agent and/or Canadian Agent in connection with: (i) the reasonable and documented actual out-of-pocket costs (including reasonable fees and expenses) of any Collateral audit if a third party auditor is retained to conduct such audit or (ii) field audit charges as the US Agent may from time to time establish (which are presently $800 900 per person per day) per diem per auditor per audit conducted with respect to any US Credit Party and field audit charges as the Canadian Agent may from time to time establish (which are presently $800 900 per person per day), incurred by Canadian Agent, per diem per auditor per audit conducted with respect to any Canadian Credit Party, plus, in each case, actual reasonable, documented out-of-pocket expenses if US Agent’s or Canadian Agent’s in-house auditors conduct such Collateral audit, in either case not more than two times in any twelve-month period absent an Event of Default.

Inspection; Lender Meeting. Each Credit Party shall shall, upon five (5) Business Days' notice, permit any authorized representatives of either Agent (or, in the case of Canadian Borrower, Canadian Agent) to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, 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 business with its and their officers and certified public accountants, at such reasonable times during normal business hours and without undue disruption to the business of the Credit Parties as often as may be reasonably requestedrequested (a "Collateral Audit"); provided provided, that so long as no Event of Default has occurred and is continuing (i) and Aggregate Borrowing Availability equals or exceeds $40,000,000, Agent shall not conduct more than three Collateral Audits per year. So long as an Event of Default has occurred and is continuing, such audits and inspections shall Collateral Audits may be conducted no more frequently than once per Fiscal Year and the applicable Credit Party shall have been given three (3) on one Business Days prior notice of such audit or inspection and (ii) with respect to such discussions with such certified public accounts, the applicable Credit Party shall have been afforded the opportunity to be present as such discussionsDay's notice. Representatives of each Lender (at such Lender's expense) will be permitted to accompany representatives of any Agent or Canadian Agent, as applicable, during each visit, inspection and discussion referred to in the immediately preceding sentence. In addition to Without in any way limiting the foregoing, each Credit Party will participate and will cause key management personnel of each Credit Party and its Subsidiaries to participate in a meeting with Agents Agent (or, in the case of Canadian Borrower, Canadian Agent) and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by any Agent (or, in the case of Canadian Borrower, Canadian Agent). In addition, Borrowers agree to reimburse US Agent and/or Canadian Agent Agents in connection withwith up to three Collateral Audits per year (or more if an Event of Default has occurred and is continuing or Aggregate Borrowing Availability is less than $40,000,000) for: (i) the reasonable and documented actual out-of-pocket costs (including reasonable fees and expenses) of any such Collateral audit Audit if a third party auditor is retained to conduct such audit or (ii) field audit charges as the US Agent may from time to time establish (which are presently of $800 per person per day) 750 per diem per auditor per audit conducted with respect to any US Credit Party and field audit charges as the Canadian Agent may from time to time establish (which are presently $800 per person per day), incurred by Canadian Agent, per diem per auditor per audit conducted with respect to any Canadian Credit Party, plus, in each case, plus actual reasonable, documented out-of-pocket expenses if US Agent’s 's or Canadian Agent’s 's in-house auditors conduct such Collateral auditAudit; provided, in either case not more than two times in any twelve-month period absent an that so long as no Default or Event of DefaultDefault shall have occurred and be continuing, such Collateral Audit expenses shall not exceed $50,000 per year; provided further that Canadian Borrower shall not be responsible for any such charges, fees and expenses incurred with respect to U.S. Borrower.

Inspection; Lender Meeting. Each Credit Party shall shall, upon five (5) Business Days’ notice, permit any authorized representatives of either Agent (or, in the case of Canadian Borrower, Canadian Agent) to visit, audit and inspect any of the properties of such Credit Party and its Subsidiaries, 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 business with its and their officers and certified public accountants, at such reasonable times during normal business hours and without undue disruption to the business of the Credit Parties as often as may be reasonably requestedrequested (a “Collateral Audit”); provided provided, that so long as no Event of Default has occurred and is continuing (i) and Aggregate Borrowing Availability equals or exceeds $40,000,000, Agent shall not conduct more than two Collateral Audits per year. So long as an Event of Default has occurred and is continuing, such audits and inspections shall Collateral Audits may be conducted no more frequently than once per Fiscal Year and the applicable Credit Party shall have been given three (3) on one Business Days prior notice of such audit or inspection and (ii) with respect to such discussions with such certified public accounts, the applicable Credit Party shall have been afforded the opportunity to be present as such discussionsDay’s notice. Representatives of each Lender (at such Lender’s expense) will be permitted to accompany representatives of any Agent or Canadian Agent, as applicable, during each visit, inspection and discussion referred to in the immediately preceding sentence. In addition to Without in any way limiting the foregoing, each Credit Party Borrower Representative will participate and will cause key management personnel of each Credit Party Borrower Representative and its Subsidiaries to participate in a meeting with Agents Agent (or, in the case of Canadian Borrower, Canadian Agent) and Lenders at least once during each year, which meeting shall be held at such time and such place as may be reasonably requested by any Agent (or, in the case of Canadian Borrower, Canadian Agent). In addition, Borrowers agree to reimburse US Agent and/or Canadian Agent Agents in connection withwith up to two Collateral Audits per year (or more if an Event of Default has occurred and is continuing or Aggregate Borrowing Availability is less than $40,000,000) for: (i) the reasonable and documented actual out-of-pocket costs (including reasonable fees and expenses) of any such Collateral audit Audit if a third party auditor is retained to conduct such audit or (ii) field audit charges as the US Agent may from time to time establish (which are presently $800 per person per day) per diem per auditor per audit conducted with respect to any US Credit Party and field audit charges as the Canadian Agent may from time to time establish (which are presently $800 per person per day), incurred by Canadian Agent, per diem per auditor per audit conducted with respect to any Canadian Credit Party, plus, in each case, actual reasonable, documented out-of-pocket expenses if US Agent’s or Canadian Agent’s in-house auditors conduct such Collateral audit, in either case not more than two times in any twelve-month period absent an Event of Default.or