Common use of Collateral Audit; Inspection; Appraisals; Verification Clause in Contracts

Collateral Audit; Inspection; Appraisals; Verification. During regular business hours and after reasonable notice to the Borrower Representative, the Lender or its designee shall have the right (x) to conduct collateral audits of all books, records, journals, orders, receipts, or other correspondence related thereto (and to make extracts or copies thereof as the Lender may reasonably request), (y) to inspect the Collateral and premises upon which any of the Collateral is located for the purpose of appraising or verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral, and (z) to examine and make copies of each Borrower’s and its Subsidiaries’ financial records and to consult with such Borrower’s and its Subsidiaries’ officers, directors, accountants, actuaries, trustees and plan administrators, as the case may be, in respect of such Borrower’s and its Subsidiaries’ financial condition, each of which parties is hereby authorized by the Borrowers to make such information available to the Lender, to the same extent that it would to the Borrowers. The Lender shall be permitted to require that the Borrower Representative deliver or cause to be delivered to Lender at the Borrowers’ expense written reports or appraisals as to the Collateral of the Borrowers and in form, scope and methodology reasonably acceptable to the Lender and by an appraiser reasonably acceptable to Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely. The Borrowers shall pay for all fees and expenses incurred by the Lender with respect to such audits and appraisals; provided that unless an Event of Default shall be continuing, the Borrowers shall only be responsible for the fees and expenses of one real property appraisal per calendar year. It is expressly understood that no less than 4½ years but no more than 5 years from the Closing Date, the Lender will require the Borrower Representative to deliver completely new appraisals of each Borrower’s real properties. Upon the occurrence of an Event of Default which is continuing, the Lender may exercise such access and other rights, at the Borrowers’ expense, at any time (with or without advance notice) as the Lender deems such action necessary or desirable.

Collateral Audit; Inspection; Appraisals; Verification. During regular business hours and after reasonable notice to the Borrower Representative, the Lender or its designee shall have the right (x) to conduct collateral audits of all books, records, journals, orders, receipts, or other correspondence related thereto (and to make extracts or copies thereof as the Lender may reasonably request), (y) to inspect the Collateral and premises upon which any of the Collateral is located for the purpose of appraising or verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral, and (z) to examine and make copies of each Borrower’s and its Subsidiaries’ financial records and to consult with such Borrower’s and its Subsidiaries’ officers, directors, accountants, actuaries, trustees and plan administrators, as the case may be, in respect of such Borrower’s and its Subsidiaries’ financial condition, each of which parties is hereby authorized by the Borrowers to make such information available to the Lender, to the same extent that it would to the Borrowers. The Lender shall be permitted to require that the Borrower Representative deliver or cause to be delivered to Lender at the Borrowers’ expense written reports or appraisals as to the Collateral of the Borrowers and in form, scope and methodology reasonably acceptable to the Lender and by an appraiser reasonably acceptable to Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely. The Borrowers shall pay for all fees and expenses incurred by the Lender with respect to such audits and appraisals; provided that unless an Event of Default shall be continuing, the Borrowers shall only be responsible for the fees and expenses of one real property appraisal per calendar year. It is expressly understood that no less than 4½ 41/2 years but no more than 5 years from the Closing Date, the Lender will require the Borrower Representative to deliver completely new appraisals of each Borrower’s real properties. Upon the occurrence of an Event of Default which is continuing, the Lender may exercise such access and other rights, at the Borrowers’ expense, at any time (with or without advance notice) as the Lender deems such action necessary or desirable.

Collateral Audit; Inspection; Appraisals; Verification. During regular business hours and after reasonable notice to the Borrower Representative, the Lender Administrative Agent or its designee shall have the right (x) to conduct collateral audits of all books, records, journals, orders, receipts, or other correspondence related thereto (and to make extracts or copies thereof as the Lender Administrative Agent may reasonably request), (y) to inspect the Collateral and premises upon which any of the Collateral is located for the purpose of appraising or verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral, and (z) to examine and make copies of each Borrower’s and its Subsidiaries’ 's financial records and to consult with such Borrower’s 's and its Subsidiaries’ ' officers, directors, accountants, actuaries, trustees and plan administrators, as the case may be, in respect of such Borrower’s 's and its Subsidiaries’ ' financial condition, each of which parties is hereby authorized by the Borrowers to make such information available to the LenderAdministrative Agent, to the same extent that it would to the BorrowersBorrower. The Lender Administrative Agent shall be permitted to require that the Borrower Representative deliver or cause to be delivered to Lender Administrative Agent at the Borrowers’ ' expense written reports or appraisals as to the Collateral of the Borrowers each Borrower and in form, scope and methodology reasonably acceptable to the Lender Administrative Agent and by an appraiser reasonably acceptable to LenderAdministrative Agent, addressed to the Lender Administrative Agent and upon which the Lender Administrative Agent is expressly permitted to rely. The Borrowers shall pay for all customary fees and reasonable out-of-pocket expenses incurred by the Lender Administrative Agent with respect to such audits and appraisals; provided that unless an Event of Default shall be continuingappraisals up to three times and one time, the Borrowers shall only be responsible for the fees and expenses of one real property appraisal per respectively, during any calendar year. It is expressly understood ; provided, however, that no less than 4½ years but no more than 5 years from the Closing Date, the Lender will require the Borrower Representative to deliver completely new appraisals of each Borrower’s real properties. Upon upon the occurrence of an Event of Default which is continuing, the Lender Administrative Agent may exercise such access and other rights, at the Borrowers’ ' expense, at any time (with or without advance notice) and as often as the Lender Administrative Agent deems such action necessary or desirable. In connection with such collateral audits, inspections, and appraisals as outlined above, the Administrative Agent or its designee shall have the right to make test verifications of the validity, amount or any other matter relating to any Accounts and other Collateral and physical verifications of the Inventory and other tangible items of the Collateral at the expense of the Borrowers and in any manner and through any commercially reasonable medium that the Administrative Agent considers advisable, and each Borrower and each Subsidiary thereof agrees to furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that, unless an Event of Default is then in existence, (i) prior to conducting each set of verifications, Administrative Agent shall consult with the Borrower Representative about the verification process, (ii) such verifications shall not be conducted in the name of the Administrative Agent or otherwise identify the Administrative Agent, and (iii) such verifications shall be conducted in the context of audits conducted pursuant to the terms of this Agreement.