Common use of Books and Records; Inspection and Audit Rights; Appraisals; Accountants Clause in Contracts

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by the Administrative Agent or any Co-Collateral Agent, upon reasonable prior notice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as such Loan Party is afforded an opportunity to be present) and to examine and make extracts from its books and records, all at such reasonable times and as often as reasonably requested. (b) Each Loan Party will from time to time upon the request of the Administrative Agent or any Co-Collateral Agent, permit the Administrative Agent or any Co-Collateral Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Co-Collateral Agents, on reasonable prior notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Domestic Borrowers’ and the Canadian Borrower’s practices in the computation of the Tranche A Borrowing Base and the Canadian Borrowing Base, and (ii) the assets included in the Tranche A Borrowing Base and the Canadian Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Subject to the following, the Loan Parties shall pay the reasonable out-of-pocket fees and expenses of the Administrative Agent, the Co-Collateral Agents and such professionals with respect to such evaluations and appraisals: (i) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct one (1) commercial finance examination in each calendar year for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense; provided that, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct (A) up to two (2) commercial finance examinations in a calendar year if Excess Availability falls below 40% of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year and (B) subject to the Co-Collateral Agents’ rights set forth in the following sentence, up to three (3) commercial finance examinations in a calendar year if a Cash Dominion Event has occurred at any time in such calendar year, in each case, for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Specified Default, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may cause such additional commercial finance examinations to be taken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (ii) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake one (1) appraisal in each calendar year of (A) the Domestic Loan Parties’ BRU Inventory, (B) the Domestic Loan Parties’ TRU Inventory, (C) the Canadian Loan Parties’ BRU Inventory, and (D) the Canadian Loan Parties’ TRU Inventory, each at the Loan Parties’ expense; provided that, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake (A) up to two (2) appraisals in a calendar year for each category of Inventory described in clauses (A) through (D) above if Excess Availability falls below 40% of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year and (B) subject to the Co-Collateral Agents’ rights set forth in the following sentence, up to three (3) appraisals in a calendar year for each category of Inventory described in clauses (A) through (D) above if a Cash Dominion Event has occurred at any time in such calendar year, in each case, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be undertaken as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (iii) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake one appraisal of other Collateral in each twelve calendar month period for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), after the occurrence and during the continuance of any Specified Default, may cause such additional appraisals of other Collateral to be undertaken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (c) The Loan Parties shall at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent and the Co-Collateral Agents or their representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Administrative Agent or any Co-Collateral Agent; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by the Administrative Agent or any Co-Collateral Agent, upon reasonable prior notice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as such Loan Party is afforded an opportunity to be present) and to examine and make extracts from its books and records, all at such reasonable times and as often as reasonably requested. (b) Each Loan Party will from time to time upon the request of the Administrative Agent or any Co-Collateral Agent, permit the Administrative Agent or any Co-Collateral Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Co-Collateral Agents, on reasonable prior notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Domestic Borrowers’ and the Canadian Borrower’s practices in the computation of the Tranche A Borrowing Base and the Canadian Borrowing Base, and (ii) the assets included in the Tranche A Borrowing Base and the Canadian Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Subject to the following, the Loan Parties shall pay the reasonable out-of-pocket fees and expenses of the Administrative Agent, the Co-Collateral Agents and such professionals with respect to such evaluations and appraisals: (i) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct one up to two (12) commercial finance examination examinations in each calendar year for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense; provided that, if Capped Availability at any time is less than 20% of the Line Cap, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct (A) up to two (2) commercial finance examinations in a calendar year if Excess Availability falls below 40% of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year and (B) subject to the Co-Collateral Agents’ rights set forth in the following sentence, up to three (3) commercial finance examinations in a each calendar year if a Cash Dominion Event has occurred at any time in such calendar year, in each case, for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Specified Default, the Co-Collateral Agents (acting in consultation with the Administrative Agent) (A) may undertake one additional commercial finance examination in each calendar year for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, at the sole expense of the Co-Collateral Agents, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional commercial finance examinations to be taken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (ii) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake one up to two (12) appraisal appraisals in each calendar year of (A) the Domestic Loan Parties’ BRU Inventory, (B) the Domestic Loan Parties’ TRU Inventory, (C) the Canadian Loan Parties’ BRU Inventory, and (D) the Canadian Loan Parties’ TRU Inventory, each at the Loan Parties’ expense; provided that, if Capped Availability at any time is less than 20% of the Line Cap, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake (A) up to two three (23) appraisals in a each calendar year for each category of Inventory described in clauses (A) through (D) above if Excess Availability falls below 40% of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year and (B) subject to the Co-Collateral Agents’ rights set forth in the following sentence), up to three (3) appraisals in a calendar year for each category of Inventory described in clauses (A) through (D) above if a Cash Dominion Event has occurred at any time in such calendar year, in each caseabove, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), (1) may undertake one additional appraisal in each calendar year for each category of Inventory described in clauses (A) through (D), above, at the sole expense of the Co-Collateral Agents, and (2) after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be undertaken as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (iii) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake one appraisal of other Collateral in each twelve calendar month period for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), after the occurrence and during the continuance of any Specified Default, may cause such additional appraisals of other Collateral to be undertaken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (c) The Loan Parties shall at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent and the Co-Collateral Agents or their representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Administrative Agent or any Co-Collateral Agent; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by the Administrative Agent or any Co-the Collateral Agent, upon reasonable prior notice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as such Loan Party is afforded an opportunity to be present) and to examine and make extracts from its books and records, all at such reasonable times and as often as reasonably requestedrequested (other than such information that is subject to attorney-client privilege or could result in a breach of a confidentiality obligation or applicable law or otherwise constitutes attorney work product). (b) Each Loan Party will from time to time upon the request of the Administrative Agent or any Co-the Collateral Agent, permit the Administrative Agent or any Co-the Collateral Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Co-Collateral AgentsAgent, on reasonable prior notice and during normal business hours, to conduct appraisals and commercial finance examinationsexaminations (other than such information that is subject to attorney-client privilege or could result in a breach of a confidentiality obligation or applicable law or otherwise constitutes attorney work product), including, without limitation, of (i) the Domestic Borrowers’ and the Canadian Borrower’s practices in the computation of the Tranche A Domestic Borrowing Base, the Canadian Borrowing Base and the Canadian Borrowing BaseIncremental Availability, and (ii) the assets included in the Tranche A Domestic Borrowing Base and Base, the Canadian Borrowing Base and Incremental Availability and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Subject to the following, the Loan Parties shall pay the reasonable out-of-pocket fees and expenses of the Administrative Agent, the Co-Collateral Agents Agent and such professionals with respect to such evaluations and appraisals: (i) The Co-Collateral Agents Agent (acting in consultation with the Administrative Agent) may conduct one (1) commercial finance examination in each calendar year for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense; provided that, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct (A) up to two (2) commercial finance examinations in a each calendar year if Excess Availability falls below 40% of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year and (B) subject to the Co-Collateral Agents’ rights set forth in the following sentence, up to three (3) commercial finance examinations in a calendar year if a Cash Dominion Event has occurred at any time in such calendar year, in each case, for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Specified Default, the Co-Collateral Agents Agent (acting in consultation with the Administrative Agent) may cause to be taken (A) up to one (1) additional commercial finance examination for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, at any time in each calendar year at the expense of the Lenders, and (B) after the occurrence and during the continuance of any Event of Default, such additional commercial finance examinations to be taken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral AgentsAgent, in their its reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties).. 141 (ii) The Co-Collateral Agents Agent (acting in consultation with the Administrative Agent) may undertake one two (12) appraisal appraisals in each calendar year of (A) the Domestic Loan Parties’ BRU Inventory, (B) the Domestic Loan Parties’ TRU Inventory, (C) the Canadian Loan Parties’ BRU Inventory, and (D) the Canadian Loan Parties’ TRU Inventory, each at the Loan Parties’ expense; provided that. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents Agent (acting in consultation with the Administrative Agent) ), may undertake cause to be undertaken (Ax) up to two (2) appraisals in a calendar year one additional Inventory appraisal for each category of Inventory described in clauses (A) through (D) above if Excess Availability falls below 40% of the Line Cap for twenty (20) consecutive calendar days above, at any time in such each calendar year at the expense of the Lenders, and (By) subject to the Co-Collateral Agents’ rights set forth in the following sentence, up to three (3) appraisals in a calendar year for each category of Inventory described in clauses (A) through (D) above if a Cash Dominion Event has occurred at any time in such calendar year, in each case, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), after the occurrence and during the continuance of any Specified Event of Default, may cause such additional Inventory appraisals to be undertaken as the Co-Collateral AgentsAgent, in their its reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (iii) The Co-Collateral Agents Agent (acting in consultation with the Administrative Agent) may undertake one up to two appraisal of other Collateral in each twelve calendar month period for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents Agent (acting in consultation with the Administrative Agent), after the occurrence and during the continuance of any Specified Event of Default, may cause such additional appraisals of other Collateral to be undertaken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral AgentsAgent, in their its reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (c) The Loan Parties shall at all times retain independent certified public accountants of national standing and a financial advisor and shall instruct such accountants and advisor to cooperate with, and be available to, the Administrative Agent and the Co-Collateral Agents Agent or their representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, matters (in the case of accountants within the scope of the retention of such accountants for such audited statements, ) as may be raised by the Administrative Agent or any Co-the Collateral Agent; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by the Administrative Agent or any Co-Collateral Agent, upon reasonable prior notice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as such Loan Party is afforded an opportunity to be present) and to examine and make extracts from its books and records, all at such reasonable times and as often as reasonably requested. (b) Each Loan Party will from time to time upon the request of the Administrative Agent or any Co-Collateral Agent, permit the Administrative Agent or any Co-Collateral Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Co-Collateral Agents, on reasonable prior notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Domestic Borrowers’ and the Canadian Borrower’s practices in the computation of the Tranche A Borrowing Base and the Canadian Borrowing Base, and (ii) the assets included in the Tranche A Borrowing Base and the Canadian Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Subject to the following, the Loan Parties shall pay the reasonable out-of-pocket fees and expenses of the Administrative Agent, the Co-Collateral Agents and such professionals with respect to such evaluations and appraisals: (i) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct one (1) commercial finance examination in each calendar year for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense; provided that, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct (A) up to two (2) commercial finance examinations in a calendar year if Excess Availability falls below 40% twenty-five percent (25%) of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year and (B) subject to the Co-Collateral Agents’ rights set forth in the following sentence, up to three (3) commercial finance examinations in a calendar year if a Cash Dominion Event has occurred at any time in such calendar year, in each case, for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, in each case, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Specified Default, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may cause to be taken (A) up to one (1) additional commercial finance examination for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, at any time in each calendar year at the expense of the Lenders, and (B) after the occurrence and during the continuance of any Specified Default, such additional commercial finance examinations to be taken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (ii) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake one (1) appraisal in each calendar year of (A) the Domestic Loan Parties’ BRU Inventory, (B) the Domestic Loan Parties’ TRU Inventory, (C) the Canadian Loan Parties’ BRU Inventory, and (D) the Canadian Loan Parties’ TRU Inventory, each at the Loan Parties’ expense; provided that, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake (A) up to two (2) appraisals in a calendar year for each category of Inventory described in clauses (A) through (D) above if Excess Availability falls below 40% twenty-five percent (25%) of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year and (B) subject to the Co-Collateral Agents’ rights set forth in the following sentence, up to three (3) appraisals in a calendar year for each category of Inventory described in clauses (A) through (D) above if a Cash Dominion Event has occurred at any time in such calendar year, in each case, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), may cause to be undertaken (x) up to one additional Inventory appraisal for each category of Inventory described in clauses (A) through (D) above, at any time in each calendar year at the expense of the Lenders, and (y) after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be undertaken as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (iii) The Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake one appraisal of other Collateral in each twelve calendar month period for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), after the occurrence and during the continuance of any Specified Default, may cause such additional appraisals of other Collateral to be undertaken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (c) The Loan Parties shall at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent and the Co-Collateral Agents or their representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Administrative Agent or any Co-Collateral Agent; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions.