Common use of Visitation Clause in Contracts

Visitation. The Borrower shall permit the representatives of the Lender: (a) if no Default or Event of Default then exists, at the expense of the Lender and upon reasonable prior notice to the Borrower, to visit the principal executive office of the Borrower, to discuss the affairs, finances and accounts of the Borrower with the Borrower’s officers, and, with the consent of the Borrower (which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrower, not more than twice each calendar year; and (b) if a Default or Event of Default then exists, at the expense of the Borrower to visit and inspect any of the offices or properties of the Borrower, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes said accountants to discuss the affairs, finances and accounts of the Borrower), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit permit, and shall cause Sharyland, New Owner and New Operator to permit, the representatives of the Lender: each Holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Holder (or in the Lender case of the Collateral Agent, the Holders) and upon reasonable prior notice to the Borrowernotice, to visit the principal executive office of the Borrowersuch Person, to discuss the affairs, finances and accounts of the Borrower such Person with the Borrowersuch Person’s officers, and, and (with the consent of such Person, which consent will not be unreasonably withheld) its independent public accountants, and (with the Borrower (consent of such Person, which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrowersuch Person, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the Borrowersuch Person, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Each Obligor shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerObligors, to visit the principal executive office of the BorrowerObligors, to discuss the affairs, finances and accounts of the Borrower Obligors and their Subsidiaries with the Borrower’s officers, and, Obligors’ officers and (with the consent of the Borrower (Obligors, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld), to visit the other offices and properties of the BorrowerObligors and their Subsidiaries, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Obligors to visit and inspect any of the offices or properties of the BorrowerObligors or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes Obligors authorize said accountants to discuss the affairs, finances and accounts of the BorrowerObligors and their Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser, each Additional Purchaser and each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser, Additional Purchaser or holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times any time during normal business hours and as often as may with reasonable advance notice (it being understood that at least one Business Day advance notice shall be reasonably requesteddeemed to constitute reasonable advance notice).

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser and each holder of Notes that is an Institutional Investor: (a) No Default - if no Default or Event of Default then exists, at the expense of the Lender such Purchaser or such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing, but not more frequently than twice each calendar yearin any twelve month period; and and (b) Default - if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of each Purchaser (prior to the Lender: Closing) and each holder of a Note (after the Closing) that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser or holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and (with the consent of the Company, which consent will not be unreasonably withheld) independent public accountants (and by this provision the Borrower authorizes said accountants to discuss the affairs, finances and accounts of the Borrower)accountants, all at such times and as often as may be reasonably requested. Each holder of the Notes agrees to keep confidential any Confidential Information received as a result of the rights granted in this Section 7 in the manner provided in Section 20.

Visitation. The Borrower Company shall permit the representatives of the Lender: each holder of Bonds that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, with the consent of the Borrower Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not all during the Company’s normal business hours; provided, however, that so long as no Default or Event of Default then exists, the holders, collectively, shall be permitted to make no more than twice each calendar two such visits during any fiscal year; and Laclede Gas Company Bond Purchase Agreement (b) Default — if a Default or Event of Default then exists, at the reasonable expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.; provided that in the case of any discussion or meeting with the independent public accountants, only if the Company has been given the opportunity to participate in such discussion; and

Visitation. The Borrower Obligors shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerObligors, to visit the principal executive office of the BorrowerObligors, to discuss the affairs, finances and accounts of the Borrower Obligors and their Subsidiaries with the Borrowerany Obligor’s officers, and, and (with the consent of the Borrower Obligors, which consent will not be unreasonably withheld) their independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrowerany Obligor and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Obligors to visit and inspect any of the offices or properties of the Borrowerany Obligor or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes Obligors authorize said accountants to discuss the affairs, finances and accounts of the BorrowerObligors and their Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Each Obligor shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the Borroweran Obligor, to visit the principal executive office of the Borrowerany Obligor, to discuss the affairs, finances and accounts of the Borrower any Obligor and its Subsidiaries with the Borrowerany Obligor’s officers, and, and (with the consent of the Borrower Obligors, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrowerany Obligor and each Restricted Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Obligors, to visit and inspect any of the offices or properties of the Borrowerany Obligor or any Restricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower any Obligor authorizes said accountants to discuss the affairs, finances and accounts of the Borrowerany Obligor and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: New York Life, each Purchaser and each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender New York Life, or such Purchaser or holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Obligors shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the Borrowerany Obligor, to visit the principal executive office of the Borrowerany Obligor, to discuss the affairs, finances and accounts of the Borrower Obligors and their Subsidiaries with the Borrowereach Obligor’s officers, and, and (with the consent of the Borrower such Obligor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of such Obligor, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerParent Guarantor and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Obligors to visit and inspect any of the offices or properties of the Borrowerany Obligor or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and (with the consent of an Obligor, which consent shall not be unreasonably withheld or delayed) independent public accountants (and by this provision the Borrower authorizes said accountants to discuss the affairs, finances and accounts of the Borrower)accountants, all at such times and as often as may be reasonably requested.

Visitation. The Borrower Parent and the Company shall permit the representatives of the Lender: each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerParent and Company, to discuss the affairs, finances and accounts of the Borrower Parent, Company and its Subsidiaries with the BorrowerParent’s and Company’s officers, and, and (with the consent of the Borrower Parent, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent or the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerParent, not more than twice Company and each calendar yearSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerParent, Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Parent authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerParent, the Company and their Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser, holder and Beneficial Holder of Notes: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser, holder or Beneficial Holder of Notes and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested. In connection with the exercise by a Purchaser, holder or Beneficial Holder of Notes of any rights under this Section 7.3, the Company may require such Purchaser, holder or Beneficial Holder of Notes to execute a confidentiality agreement containing customary terms.

Visitation. The Borrower Company shall permit the representatives of MetLife (only during the Lender: Issuance Period) and, following the acceptance of any request for purchase of Notes or any issuance of Notes (but prior to the issuance of such Notes), each Purchaser, and each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser or holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany during normal business hours, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and Graybar Electric Company, Inc. (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit permit, and shall cause Sharyland, New Owner and New Operator to permit, the representatives of the Lender: each Holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Holder (or in the Lender case of the Collateral Agent, the Holders) and upon reasonable prior notice to the Borrowernotice, to visit the principal executive office of the Borrowersuch Person, to discuss the affairs, finances and accounts of the Borrower such Person with the Borrowersuch Person’s officers, and, and (with the consent of such Person, which consent will not be unreasonably withheld) its independent public accountants, and (with the Borrower (SCHEDULE A-18 consent of such Person, which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrowersuch Person, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the Borrowersuch Person, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: Purchasers or any Affiliates thereof, and each other holder of Notes in excess of $50,000,000 in principal amount: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld, and in the presence of the Company) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of each holder of Bonds that is an Institutional Investor and, if after the Lender: Execution Date but prior to the Closing, each Purchaser: (a) No Default - if no Default or Event of Default then exists, at the expense of the Lender such holder or such Purchaser and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default - if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lendereach Purchaser and holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser or such holder or such Purchaser and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower shall Company will permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default -- if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, all at such reasonable times during normal business hours; provided that each holder of Notes shall be entitled to not more than twice each calendar one visitation during any fiscal year; and and (b) Default -- if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser, each Additional Purchaser and each holder of a Note that is an Institutional Investor: (a) No Default - if no Default or Event of Default then exists, at the expense of the Lender such Purchaser, Additional Purchaser or holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the Borrower’s Company's officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default - if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times any time during normal business hours and as often as may with reasonable advance notice (it being understood that at least one Business Day advance notice shall be reasonably requesteddeemed to constitute reasonable advance notice).

Visitation. The Borrower Company shall permit the representatives of each Purchaser (prior to the Lender: Closing) and each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser or such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested. For the avoidance of doubt, it is understood that Section 21 applies to Confidential Information obtained in connection with the exercise by any holder of Notes of the rights set forth in this Section 7.3.

Visitation. The Borrower Obligors shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default -- if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerObligors, to visit the principal executive office of the BorrowerObligors, to discuss the affairs, finances and accounts of the Borrower Obligors and their Subsidiaries with the Borrower’s any Obligor's officers, and, and (with the consent of the Borrower Obligors, which consent will not be unreasonably withheld) their independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrowerany Obligor and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default -- if a Default or Event of Default then exists, at the expense of the Borrower Obligors to visit and inspect any of the offices or properties of the Borrowerany Obligor or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes Obligors authorize said accountants to discuss the affairs, finances and accounts of the BorrowerObligors and their Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser and each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each domestic Material Subsidiary and Subsidiary Guarantor, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Material Subsidiary or any Subsidiary Guarantor, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Obligors shall permit the representatives of the Lender: : (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender and upon reasonable prior notice to the BorrowerObligors, to visit the principal executive office of the BorrowerObligors, to discuss the affairs, finances and accounts of the Borrower Obligors and their Subsidiaries with the Borrowerany Obligor’s officers, and, and (with the consent of the Borrower Obligors, which consent will not be unreasonably withheld) their independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrowerany Obligor and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and UTi Worldwide Inc. Nedbank Facilities Agreement (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Obligors to visit and inspect any of the offices or properties of the Borrowerany Obligor or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes Obligors authorize said accountants to discuss the affairs, finances and accounts of the BorrowerObligors and their Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lendereach Purchaser and each holder of Notes that is an Institutional Investor: Sensient Technologies Corporation Note Purchase Agreement (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder or Purchaser and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Potential Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office and inspect any of the Borroweroffices or properties of the Company or any Subsidiaries, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times (which shall be normal business hours) and as often as may be reasonably requested; and and (b) Default — if a Potential Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser, holder and Beneficial Holder of Notes: (a) No Default - if no Default or Event of Default then exists, at the expense of the Lender such Purchaser, holder or Beneficial Holder of Notes and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default - if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested. In connection with the exercise by a Purchaser, holder or Beneficial Holder of Notes of any rights under this Section 7.3, the Company may require such Purchaser, holder or Beneficial Holder of Notes to execute a confidentiality agreement containing customary terms.

Visitation. The Borrower Company shall permit the representatives of the Lender: each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants so long as an officer of the Company is permitted to participate, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and during normal business hours as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company and upon reasonable prior notice to the Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and its independent public accountants so long as an officer of the Company is permitted to participate (and by this provision and subject to the Borrower preceding language in this clause (b) the Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ GAS & ELECTRIC CORPORATION NOTE PURCHASE AGREEMENT (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Issuers shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to to, and during regular business hours of, the BorrowerIssuers, to visit the principal executive office of the BorrowerIssuers, to discuss the affairs, finances and accounts of the Borrower Issuers and their Subsidiaries with the Borrower’s officersSenior Financial Officers, and, and (with the consent of the Borrower Issuers, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Issuers, which consent will not be unreasonably withheld) to visit visit, at the expense of such holder, the other offices and properties of the BorrowerIssuers and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Issuers, to visit and inspect any of the offices or properties of the BorrowerIssuers or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes Issuers authorize said accountants to discuss the affairs, finances and accounts of the BorrowerIssuers and their Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser and each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser or holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Restricted Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Restricted Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Restricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Restricted Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lendereach holder of Notes that is an Institutional Investor: Dentsply International Inc. Note Purchase Agreement (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Restricted Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company, to visit and inspect any of the offices or properties of the BorrowerCompany or any Restricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser and each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such Purchaser or such holder and upon reasonable prior notice to the BorrowerCompany, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Restricted Subsidiaries with the Borrower’s Company's officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Restricted Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Restricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Restricted Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Guarantor shall permit the representatives of the Lender: each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender such holder and upon reasonable prior notice to the BorrowerGuarantor, to visit the principal executive office of the BorrowerGuarantor, to discuss the affairs, finances and accounts of the Borrower Guarantor and its Subsidiaries with the BorrowerGuarantor’s officers, andand (with the opportunity to participate and consent of the Guarantor, which consent will not be unreasonably withheld) its independent public auditors, and (with the consent of the Borrower (Guarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerGuarantor and each Subsidiary, not more than twice each calendar yearall at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Guarantor, to visit and inspect any of the offices or properties of the BorrowerGuarantor or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants auditors (and by this provision the Borrower Guarantor authorizes said accountants auditors to discuss the affairs, finances and accounts of the BorrowerGuarantor and its Subsidiaries), all at such times and as often as may be reasonably requested.

Visitation. The Borrower Company shall permit the representatives of the Lender: each Purchaser and each holder of a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of the Lender and upon reasonable prior notice to the BorrowerCompany, but not more than two times during any calendar year, to visit the principal executive office of the BorrowerCompany, to discuss the affairs, finances and accounts of the Borrower Company and its Subsidiaries with the BorrowerCompany’s officers, and, and (with the consent of the Borrower Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the BorrowerCompany and each Subsidiary, not more than twice each all at such reasonable times as may be reasonably requested in writing, provided that the first visit in any calendar yearyear shall be at the expense of the Company; and and (b) Default — if a Default or Event of Default then exists, at the expense of the Borrower Company to visit and inspect any of the offices or properties of the BorrowerCompany or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower Company authorizes said accountants to discuss the affairs, finances and accounts of the BorrowerCompany and its Subsidiaries), all at such times and as often as may be reasonably requested.