Common use of Borrower Consultant Clause in Contracts

Borrower Consultant. Beginning on November 8, 2023 and at all times thereafter, the Borrower shall retain a third-party consultant acceptable to the Administrative Agent (the “Borrower Consultant”) pursuant to an engagement letter previously acceptable to the Administrative Agent, and at the sole cost and expense of, the Loan Parties. The Loan Parties (i) covenant and agree that the Loan Parties shall fully cooperate with the Borrower Consultant (including, without limitation, in connection with the preparation and/or review of the deliverables required herein), (ii) hereby authorize the Administrative Agent (or its agents or advisors, including the Secured Party Consultant) to communicate directly with the Borrower Consultant regarding any and all matters related to the Loan Parties, including, without limitation, all financial reports and projections developed, reviewed or verified by the Borrower Consultant and all additional information, reports and statements requested by the Administrative Agent or any Lender, and (iii) hereby authorize and direct the Borrower Consultant to provide the Administrative Agent with copies of reports and other information or materials prepared or reviewed by the Borrower Consultant as the Administrative Agent, the Secured Party Consultant or any Lender may request; provided, that none of the Loan Parties or Borrower Consultant will be required to disclose any document, information or other matter (x) in respect of which disclosure to the Administrative Agent or any Lender (or their respective agent or representatives) is prohibited by law or any binding agreement entered into with third parties that are not Affiliates of the Borrower (and only so long as such confidentiality obligations were not incurred to avoid disclosure pursuant to this section) or (y) that is, upon the reasonable advice of the Borrower’s counsel, subject to attorney-client or similar privilege or constitutes attorney work product.

Borrower Consultant. Beginning on November 8, 2023 and at At all times thereafterfrom and after the Sixth Amendment Effective Date, the Lead Borrower shall continue to retain KPMG LLP and/or its Affiliates as a third-party consultant acceptable to the Administrative Agent (collectively, the “Borrower Consultant”) pursuant to an engagement letter previously acceptable to the Administrative Agent), and at the sole cost and expense of, of the Loan Parties. The Loan Parties hereby (i) covenant and agree that the Loan Parties shall fully cooperate with the Borrower Consultant (including, without limitation, in connection with the preparation and/or review of the deliverables required herein), (ii) hereby authorize the Administrative Agent (or its agents or advisorsadvisors including, including without limitation, the Secured Party Administrative Agent Consultant) to communicate directly with the Borrower Consultant regarding any and all matters related to the Loan Parties, including, without limitation, all financial reports and projections developed, reviewed or verified by the Borrower Consultant and all additional information, reports and statements requested by the Administrative Agent or any Lender, and (iiiii) hereby authorize and direct the Borrower Consultant to provide the Administrative Agent with copies of reports and other information or materials prepared or reviewed by the Borrower Consultant as the Administrative Agent, the Secured Party Consultant Agent or any Lender may request; providedrequest including without limitation the materials described in the immediately preceding clause (i). (a) [Reserved]. (b) Each Loan Party hereby consents to the Administrative Agent’s retention of PKF Clear Thinking, that none LLC and/or its Affiliates (collectively, the “Administrative Agent Consultant”), to perform an independent business, financial and operational review of the Lead Borrower, the other Loan Parties, and their Subsidiaries, including an assessment of the Approved Budgets, and to conduct any additional analysis as reasonably requested by the Administrative Agent. The Loan Parties or Borrower acknowledge that the Administrative Agent Consultant will be required does not have any authority to disclose any document, information or other matter (x) in respect of which disclosure to bind the Administrative Agent or any Lender (or their respective agent or representatives) is prohibited by law other Credit Party or any binding counsel to any Credit Party to any agreement entered into with third parties any Loan Party, to make any representations or warranties on behalf of any Credit Party or any counsel to any Credit Party, or otherwise to act on behalf of any Credit Party or any counsel to any Credit Party; and that are not Affiliates the Administrative Agent Consultant may share with the Credit Parties and the Credit Parties’ counsel and other advisors any information obtained by the Administrative Agent Consultant during the course of the Borrower (discharge of its engagement concerning Loan Parties, their financial condition, business, prospects, financial forecasts, or the Collateral. Each Loan Party agrees to provide the Administrative Agent Consultant with such information concerning such Loan Party, its financial condition, business prospects, forecasts, assets and only so long liabilities as such confidentiality obligations were not incurred the Administrative Agent Consultant may request. The Loan Parties acknowledge that the Administrative Agent Consultant’s fees and expenses constitute Credit Party Expenses. Each Loan Party acknowledges and agrees that neither any Credit Party nor any counsel to avoid disclosure pursuant to this section) or (y) that is, upon the reasonable advice any Credit Party will have any liability for any wrongful acts of the Borrower’s counselAdministrative Agent Consultant. Without limitation of any provisions of Section 6.19(a)-(b), subject the Loan Parties hereby acknowledge and agree that the Administrative Agent Consultant may communicate directly with Investment Bank regarding any matters pertaining to attorney-client or similar privilege or constitutes attorney work productthe Loan Parties’ business and financial condition, including, without limitation, any Specified Event and theany Specified RefinancingLiquidity Transaction, as applicable, and that the Investment Bank is authorized to provide Administrative Agent 11238955v2211516251 Consultant with copies of all reports, projections, presentations, and other materials relating to the foregoing. Use of Proceeds. Use the proceeds of the Credit Extensions (a) to finance the acquisition of working capital assets of the Borrowers, including Permitted Acquisitions and the purchase of inventory and equipment, in each case in the ordinary course of business, (b) to finance Capital Expenditures of the Borrowers, and (c) for general corporate purposes of the Loan Parties, in each case to the extent permitted under applicable Law and the Loan Documents.Additional Loan Parties: Additional Collateral; Further Assurances.

Borrower Consultant. Beginning on November 8, 2023 At the request of the Required Lenders and at all times thereafter, the Borrower shall retain a third-party consultant acceptable to the Administrative Agent Required Lenders (the “Borrower Consultant”) pursuant to an engagement letter previously acceptable to the Administrative AgentRequired Lenders, and at the sole cost and expense of, the Loan Parties. The Loan Parties (i) covenant and agree that the Loan Parties shall fully cooperate with the Borrower Consultant (including, without limitation, in connection with the preparation and/or review of the deliverables required herein), (ii) hereby authorize the Administrative Agent and the Required Lenders (or its agents or advisors, including the Secured Party Consultant) to communicate directly with the Borrower Consultant regarding any and all matters related to the Loan Parties, including, without limitation, all financial reports and projections developed, reviewed or verified by the Borrower Consultant and all additional information, reports and statements requested by the Administrative Agent or any Lender, and (iii) hereby authorize and direct the Borrower Consultant to provide the Administrative Agent and the Required Lenders with copies of reports and other information or materials prepared or reviewed by the Borrower Consultant as the Administrative Agent, the Secured Party Consultant or any Lender may request; provided, that none of the Loan Parties or Borrower Consultant will be required to disclose any document, information or other matter (x) in respect of which disclosure to the Administrative Agent or any Lender (or their respective agent or representatives) is prohibited by law or any binding agreement entered into with third parties that are not Affiliates of the Borrower (and only so long as such confidentiality obligations were not incurred to avoid disclosure pursuant to this section) or (y) that is, upon the reasonable advice of the Borrower’s counsel, subject to attorney-client or similar privilege or constitutes attorney work product.

Borrower Consultant. Beginning on November 8, 2023 and at all times thereafter, the Borrower shall retain a third-party consultant acceptable to the Administrative Agent (the “Borrower Consultant”) pursuant to an engagement letter previously acceptable to the Administrative Agent, and at the sole cost and expense of, the Loan Parties. The Loan Parties (i) covenant and agree that the Loan Parties shall fully cooperate with the Borrower Consultant (including, without limitation, in connection with the preparation and/or review of the deliverables required herein), (ii) hereby authorize the Administrative Agent (or its agents or advisors, including the Secured Party Consultant) to communicate directly with the Borrower Consultant regarding any and all matters related to the Loan Parties, including, without limitation, all financial reports and projections developed, reviewed or verified by the Borrower Consultant and all additional information, reports and statements requested by the Administrative Agent or any Lender, and (iii) hereby authorize and direct the Borrower Consultant to provide the Administrative Agent with copies of reports and other information or materials prepared or reviewed by the Borrower Consultant as the Administrative Agent, the Secured Party Consultant or any Lender may request; provided, that none of the Loan Parties or Borrower Consultant will be required to disclose any document, information or other matter (x) in respect of which disclosure to the Administrative Agent or any Lender (or their respective agent or representatives) is prohibited by law or any binding agreement entered into with third parties that are not Affiliates of the Borrower (and only so long as such confidentiality obligations were not incurred to avoid disclosure pursuant to this section) or (y) that is, upon the reasonable advice of the Borrower’s counsel, subject to attorney-client or similar privilege or constitutes attorney work product.