INSPECTION AND REPORTING definition

INSPECTION AND REPORTING. Each Grantor shall permit the Agent and representative of Agent and any Noteholder at any time and from time to time during normal business hours upon prior notice to such Grantor so long as no Default or Event of Default shall exist or have occurred and be continuing and at any time without notice at any time a Default or an Event of Default shall exist or have occurred and be continuing, no more than two (2) times in any twelve (12) month period so long as no Default or Event of Default shall exist or have occurred and be continuing, but otherwise as the Agent may request, at the reasonable expense of such Grantor, i) to examine and make copies of and abstracts from such Grantor's records and books of account, ii) to visit and inspect its properties, iii) to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, iv) to conduct audits, physical counts, valuations, appraisals, Phase I and Phase II Environmental Site Assessments or examinations at the locations of such Grantor and v) to discuss such Grantor's affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives provided, that if such information is reasonably determined by the Company to be competitively sensitive and to be material, non-public information, then the Company need not disclose such information unless such Noteholder(s) first enter(s) into a reasonable confidentiality agreement relating to such information. In furtherance of the foregoing, each Grantor hereby authorizes its independent accountants to discuss the affairs, finances and accounts of such Grantor (independently or together with representatives of Grantor) with Agent and representative of any Noteholder in accordance with this Section 5(l)."