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

Books and Records; Inspection and Audit Rights; Appraisals; Field Examinations. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or its Restricted Subsidiary, as the case may be. The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts (other than the corporate board records of the Borrower and any Subsidiaries thereof) from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice (which shall, in any event, be at least 24 hours’ notice unless the Borrower consents to any such shorter notice period) other to the Borrower; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.08 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and such time shall be at the Borrower’s expense; provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants (subject to such accountants’ customary policies and procedures). (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, (x) grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to the Borrower’s books, records and Accounts so that the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (y) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate; provided that the Borrower shall only be required to permit: (i) one field examination and one appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; (ii) if Excess Availability (plus, solely to the extent Excess Availability on each such date is not less than 5% of the Maximum Borrowing Amount, the Suppressed Availability on such date) is less than the greater of (x) $80,000,000 and (y) 10.00% of the Maximum Borrowing Amount for a period of five (5) consecutive Business Days, one additional field examination and audit and/or one additional appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; and (iii) notwithstanding the foregoing to the contrary, at any time after the occurrence and during the continuation of a Specified Exam Event of Default, as many Collateral Reviews per annum as the Administrative Agent may reasonably request, such Collateral Reviews to be at the Borrower’s expense. (iv) The Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses payable by the Borrower. (c) The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 11.15 hereof.

Books and Records; Inspection and Audit Rights; Appraisals; Field Examinations. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or its Restricted Subsidiary, as the case may be. The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts (other than the corporate board records of the Borrower and any Subsidiaries thereof) from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice (which shall, in any event, be at least 24 hours’ notice unless the Borrower consents to any such shorter notice period) other to the Borrower; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.08 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and such time shall be at the Borrower’s expense; provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants (subject to such accountants’ customary policies and procedures). (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, (x) grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to the Borrower’s books, records and Accounts so that the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (y) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate; provided that the Borrower shall only be required to permit: (i) one two field examination examinations and one appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; (ii) if Excess Availability (plus, solely to the extent Excess Availability on each such date is not less than 5% of the Maximum Borrowing Amount, the Suppressed Availability on such date) is less than the greater of (x) $80,000,000 and (y) 10.00% of the Maximum Borrowing Amount for a period of five (5) consecutive Business DaysAmount, one additional field examination and audit and/or one additional appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; and (iii) notwithstanding the foregoing to the contrary, at any time after the occurrence and during the continuation of a Specified Exam an Event of Default, as many Collateral Reviews per annum as the Administrative Agent may reasonably request, such Collateral Reviews to be at the Borrower’s expense. (iv) The Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses payable by the Borrower. (c) The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 11.15 hereof.

Books and Records; Inspection and Audit Rights; Appraisals; Field Examinations. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower Loan Parties or its the Restricted SubsidiarySubsidiaries, as the case may be. The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts (other than the corporate board records of the Borrower and any Subsidiaries thereof) from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice (which shall, in any event, be at least 24 hours’ notice unless the Borrower consents to any such shorter notice period) other to the Borrowerrequested; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders under the Facility may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.08 5.08(a) and the Administrative Agent shall not exercise such rights more often than one time during any calendar year in the aggregate absent the existence of an Event of Default Default, which visitation and such time inspection shall be at the reasonable expense of the Borrower’s expense; provided, further, further that (ai) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (bii) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants (subject to such accountants’ customary policies and procedures). (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, (x) each Loan Party and each Restricted Subsidiary shall grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to the Borrowersuch Person’s books, records records, accounts and Accounts Inventory so that the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory inventory appraisal and (y) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate; provided that the Borrower shall only be required to permitcover the costs of such periodic field examinations and inventory appraisals as follows: (i) in any calendar year in which Excess Liquidity has not for any five consecutive Business Days been less than the greater of (x) 10% of the Total Maximum Borrowing Amount and (y) $4572,000,000, no more than one such appraisal and one such field examination and one appraisal per annum, such Collateral Reviews to shall be at the Borrower’s expense; (ii) if Excess Availability Liquidity has for any five (plus, solely to the extent Excess Availability on each such date is not less than 5% of the Maximum Borrowing Amount, the Suppressed Availability on such date) is consecutive Business Days in any calendar year been less than the greater of (x) $80,000,000 10% of the Total Maximum Borrowing Amount and (y) 10.00% of the Maximum Borrowing Amount for a period of five (5) consecutive Business Days$4572,000,000, one additional no more than two such appraisals and two such field examination and audit and/or one additional appraisal per annum, such Collateral Reviews to examinations shall be at the Borrower’s expense; andexpense during the following 12-calendar month period; (iii) notwithstanding the foregoing to the contrary, at any time after the occurrence and during the continuation of a Specified Exam Event of Default, as many Collateral Reviews per annum appraisals and field examinations as the Administrative Agent may reasonably request, such Collateral Reviews to request shall be at the Borrower’s expense. (iv) The Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses payable by the Borrower. (c) The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 11.15 9.12 hereof.

Books and Records; Inspection and Audit Rights; Appraisals; Field Examinations. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower Loan Parties or its the Restricted SubsidiarySubsidiaries, as the case may be. The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts (other than the corporate board records of the Borrower and any Subsidiaries thereof) from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice (which shall, in any event, be at least 24 hours’ notice unless the Borrower consents to any such shorter notice period) other to the Borrowerrequested; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders under the Facility may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.08 5.08(a) and the Administrative Agent shall not exercise such rights more often than one time during any calendar year in the aggregate absent the existence of an Event of Default Default, which visitation and such time inspection shall be at the reasonable expense of the Borrower’s expense; provided, further, further that (ai) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (bii) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants (subject to such accountants’ customary policies and procedures). (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, (x) each Loan Party and each Restricted Subsidiary shall grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to the Borrowersuch Person’s books, records records, accounts and Accounts Inventory so that the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory inventory appraisal and (y) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate; provided that the Borrower shall only be required to permitcover the costs of such periodic field examinations and inventory appraisals as follows: (i) in any calendar year in which Specified Excess Availability has not for any five consecutive Business Days been less than the greater of (x) 12.5% of the Total Maximum Borrowing Amount and (y) $37,500,000, no more than one such appraisal and one such field examination and one appraisal per annum, such Collateral Reviews to shall be at the Borrower’s expense; (ii) if Specified Excess Availability has for any five (plus, solely to the extent Excess Availability on each such date is not less than 5% of the Maximum Borrowing Amount, the Suppressed Availability on such date) is consecutive Business Days in any calendar year been less than the greater of (x) $80,000,000 12.5% of the Total Maximum Borrowing Amount and (y) 10.00% of the Maximum Borrowing Amount for a period of five (5) consecutive Business Days$37,5000,000, one additional no more than two such appraisals and two such field examination and audit and/or one additional appraisal per annum, such Collateral Reviews to examinations shall be at the Borrower’s expense; andexpense during the following 12-calendar month period; (iii) notwithstanding the foregoing to the contrary, at any time after the occurrence and during the continuation of a Specified Exam Event of Default, as many Collateral Reviews per annum appraisals and field examinations as the Administrative Agent may reasonably request, such Collateral Reviews to request shall be at the Borrower’s expense. (iv) The Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses payable by the Borrower. (c) The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 11.15 9.12 hereof.

Books and Records; Inspection and Audit Rights; Appraisals; Field Examinations. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or its Restricted Subsidiary, as the case may be. The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts (other than the corporate board records of the Borrower and any Subsidiaries thereof) from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice (which shall, in any event, be at least 24 hours’ notice unless the Borrower consents to any such shorter notice period) other to the Borrower; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.08 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and such time shall be at the Borrower’s expense; provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants (subject to such accountants’ customary policies and procedures). (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, (x) grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to the Borrower’s books, records and Accounts so that the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory appraisal and (y) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate; provided that the Borrower shall only be required to permit: (i) one twoone field examination examinationsexamination and one appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; (ii) if Excess Availability (plus, solely to the extent Excess Availability on each such date is not less than 5% of the Maximum Borrowing Amount, the Suppressed Availability on such date) is less than the greater of (x) $80,000,000 and (y) 10.00% of the Maximum Borrowing Amount for a period of five (5) consecutive Business Days, one additional field examination and audit and/or one additional appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; and (iii) notwithstanding the foregoing to the contrary, at any time after the occurrence and during the continuation of a xxx Specified Exam Event of Default, as many Collateral Reviews per annum as the Administrative Agent may reasonably request, such Collateral Reviews to be at the Borrower’s expense. (iv) The Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses payable by the Borrower. (c) The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 11.15 hereof.

Books and Records; Inspection and Audit Rights; Appraisals; Field Examinations. (a) The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower Loan Parties or its the Restricted SubsidiarySubsidiaries, as the case may be. The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts (other than the corporate board records of the Borrower and any Subsidiaries thereof) from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as reasonably requested upon reasonable advance notice (which shall, in any event, be at least 24 hours’ notice unless the Borrower consents to any such shorter notice period) other to the Borrowerrequested; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders under the Facility may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.08 5.08(a) and the Administrative Agent shall not exercise such rights more often than one time during any calendar year in the aggregate absent the existence of an Event of Default Default, which visitation and such time inspection shall be at the reasonable expense of the Borrower’s expense; provided, further, further that (ai) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (bii) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants (subject to such accountants’ customary policies and procedures). (b) At reasonable times during normal business hours and upon reasonable prior notice that the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, (x) each Loan Party and each Restricted Subsidiary shall grant access to the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to the Borrowersuch Person’s books, records records, accounts and Accounts Inventory so that the Administrative Agent or an appraiser retained by the Administrative Agent may conduct an Inventory inventory appraisal and (y) the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate; provided that the Borrower shall only be required to permitcover the costs of such periodic field examinations and inventory appraisals as follows: (i) one field examination and one appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; (ii) if Excess Availability (plus, solely to the extent Excess Availability on each such date is not less than 5% of the Maximum Borrowing Amount, the Suppressed Availability on such date) is less than the greater of (x) $80,000,000 and (y) 10.00% of the Maximum Borrowing Amount for a period of five (5) consecutive Business Days, one additional field examination and audit and/or one additional appraisal per annum, such Collateral Reviews to be at the Borrower’s expense; and (iii) notwithstanding the foregoing to the contrary, at any time after the occurrence and during the continuation of a Specified Exam Event of Default, as many Collateral Reviews per annum as the Administrative Agent may reasonably request, such Collateral Reviews to be at the Borrower’s expense. (iv) The Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses payable by the Borrower. (c) The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 11.15 hereof.