Common use of Appraisals and Field Exams Clause in Contracts

Appraisals and Field Exams. Permit, and cause each of its Subsidiaries to permit, employees and designated representatives of the Retained Advisors or the Administrative Agent, in each case at the Loan Parties’ expense at reasonable times and (except during the continuance of an Event of Default) upon reasonable notice, to conduct appraisals of Inventory and field exams, in each case, at such times as the Administrative Agent reasonably deems necessary or appropriate (it being acknowledged that a single field exam, appraisal or inspection may entail visits to multiple locations of books, records and assets of the Loan Parties); provided that (x) prior to the Original Termination Date, the Administrative Agent shall not request that more than two appraisals of Inventory and two field exams be conducted and (y) during the period from and after the Extension Effective Date to the Extended Termination Date, the Administrative Agent shall not request that more than one appraisal of Inventory and one field exam be conducted; provided further that the foregoing limitations shall not apply at any time while an Event of Default is continuing. In connection with any such appraisal or field exam, such employees and designated representatives of the Retained Advisors and the Administrative Agent shall be permitted (i) to visit and inspect, in consultation with officers of the Borrower or such Subsidiary (other than during an Event of Default, in which case, no such consultation shall be required) any properties or facilities of the Borrower or such Subsidiary, (ii) to examine the books of account of the Borrower or such Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that an officer of the Borrower and its Subsidiaries may attend such discussions with such accountants) and (iii) to verify Eligible Accounts and/or Eligible Inventory (subject to reasonable requirements of confidentiality, including requirements imposed by law or contract). The Retained Advisors and the Administrative Agent shall have no duty to the Borrower or any of its Subsidiaries to make any inspection, or to share any results of any inspection, appraisal or report with the Borrower or any of its Subsidiaries. The Borrower and each of its Subsidiaries acknowledge that all inspections, appraisals and reports are prepared by the Retained Advisors and the Administrative Agent for the benefit of the Lenders and for their purposes, and neither the Borrower nor any of its Subsidiaries shall be entitled to rely upon them.

Appraisals and Field Exams. Permit, and cause each of its Subsidiaries Co-Borrower to permit, employees and designated representatives of the Retained Advisors or the Administrative AgentCo-Collateral Agents, in each case at the Loan PartiesCo-Borrowers’ expense at reasonable times and (except during the continuance of an Event of Default) upon reasonable notice, to conduct appraisals of Inventory and field exams, in each case, at such times as the Administrative Agent Co-Collateral Agents reasonably deems deem necessary or appropriate (it being acknowledged that a single field exam, appraisal or inspection may entail visits to multiple locations of books, records and assets of the Loan PartiesCo-Borrowers); provided that during (xA) prior to the Original Termination DateFiscal Year ending December 31, 2010, the Administrative Agent Co-Collateral Agents shall not request that any appraisals of Inventory or field exams be conducted unless an Event of Default exists and is continuing or Excess Availability falls below $30,000,000 and (B) each Fiscal Year after the Fiscal Year ending December 31, 2010, the Co-Collateral Agents shall not request that more than two appraisals of Inventory and two field exams be conducted; provided further that (x) if a Compliance Period exists, the Co-Collateral Agents may request one additional appraisal of Inventory and one additional field exam be conducted and (y) during the period from if an Event of Default exists and after the Extension Effective Date to the Extended Termination Dateis continuing, the Administrative Agent shall not request that more than one appraisal none of Inventory and one field exam be conducted; provided further that the foregoing limitations shall not apply at any time while an Event of Default is continuingapply. In connection with any such appraisal or field exam, such employees and designated representatives of the Retained Advisors and the Administrative Agent Co-Collateral Agents shall be permitted (i) to visit and inspect, in consultation with officers of the Borrower or such Subsidiary Funds Administrator (other than during an Event of Default, in which case, no such consultation shall be required) any properties or facilities of the Borrower or such Subsidiaryany Co-Borrower, (ii) to examine the books of account of the any Co-Borrower or such Subsidiary and discuss the affairs, finances and accounts of the any Co-Borrower or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that an officer of the Borrower and its Subsidiaries Funds Administrator may attend such discussions with such accountants) and (iii) to verify Eligible Accounts and/or Eligible Inventory (subject to reasonable requirements of 100 confidentiality, including requirements imposed by law or contract). The Retained Advisors and the Administrative Agent Co-Collateral Agents shall have no duty to the any Co-Borrower or any of its Subsidiaries to make any inspection, or to share any results of any inspection, appraisal or report with with, the Borrower or any of its SubsidiariesCo-Borrowers. The Borrower Co-Borrowers and each of its Subsidiaries the Subsidiary Guarantors acknowledge that all inspections, appraisals and reports are prepared by the Retained Advisors and the Administrative Security Agent for the benefit of the Lenders and for their purposes, and neither the Borrower Co-Borrowers nor any of its Subsidiaries the Subsidiary Guarantors shall be entitled to rely upon them.