Common use of Financial Consultant Clause in Contracts

Financial Consultant. Within three (3) Business Days of receiving a written request from the Agent or any Lender, the Borrower shall from time to time and at any time retain and employ, at the Borrower's sole cost and expense, on a full-time or part-time basis as the Agent shall direct, a financial or turnaround consultant acceptable to the Agent to advise the Borrower in connection with the financial matters, operation and improvement of its business (the "Financial Consultant"). The Financial Consultant shall perform, in addition to any requests of the Borrower, such specific duties and actions that the Agent shall request. The Borrower shall fully cooperate with the Financial Consultant, including providing access to the Borrower's and its Subsidiaries' books, records, facilities and officers or directors, such that the Financial Consultant may properly advise the Borrower regarding the improvement of its business and complete any other work requested by the Agent or the Lenders. The Borrower hereby consents to the Agent and/or any Lender contacting the Financial Consultant directly with respect to its review of the Borrower and its Subsidiaries, and hereby agrees that such communications shall not be restricted or denied in any way. In connection with the foregoing, the Financial Consultant and/or the Borrower shall deliver to the Agent and the Lenders copies of all final work product prepared by the Financial Consultant simultaneously with the Financial Consultant's delivery thereof to the Borrower or upon the Borrower's receipt thereof, as applicable, and the Financial Consultant shall provide the Agent and the Lenders with any other work product of the Financial Consultant that the Agent and the Lenders may request. The Agent and the Lenders agree that materials and information furnished to them by the Financial Consultant shall be considered confidential information for purposes of the Credit Agreement. The Borrower shall pay all fees, costs and expenses of, and related to, the Financial Consultant. The Borrower, at its sole cost and expense, shall immediately implement any changes or recommendations identified or made by the Financial Consultant if so requested by the Agent or the Lenders; provided, however, that the Borrower shall not be obligated to implement any such change or recommendation if and only as and to the extent that the Borrower's Board of Directors reasonably believes that the Borrower's implementation of such change or recommendation will violate applicable laws or applicable fiduciary duties of such Directors acting in their capacities as such Directors, which belief of the Board of Directors shall be based upon and consistent with the written opinion of outside counsel to the Borrower and/or such Board of Directors, as applicable (which counsel shall be reasonably satisfactory to the Agent and a copy (or copies) of such opinion(s) shall be provided to the Agent in connection with the Borrower's written notice to the Agent advising the Agent that it will not be implementing such change or recommendation and specifying the reasons therefor).

Financial Consultant. Within three (3) Business Days of receiving a written request from In order to induce Agent and Lenders to enter into this Amendment and make the additional Supplemental Term Loans provided for herein, Borrowers covenant and agree with Agent and Lenders that they shall continue to retain RAS Management or any Lender, the Borrower shall from time another financial consultant satisfactory to time Agent and at any time retain and employ, at the Borrower's sole cost and expense, on a full-time or part-time basis as the Agent shall direct, a financial or turnaround consultant acceptable to the Agent to advise the Borrower in connection with the financial matters, operation and improvement of its business Lenders (the "Financial Consultant")) for a period ending no earlier than the payment in full of the Supplemental Term Loan, provided that, the scope of engagement of the Financial Consultant and the Financial Consultant's retention agreement shall each be satisfactory to Agent and Lenders. Among other things, such retention agreement shall provide that Borrowers irrevocably authorize and direct the Financial Consultant to deliver to Agent and Lenders, at Borrowers' expense, copies of any reports prepared by the Financial Consultant on behalf of any Borrower or Guarantor and to disclose to Agent and Lenders such information as the Financial Consultant may have regarding the business of any Borrower and Guarantor. The Financial Consultant shall perform, in addition be retained at Borrowers' sole cost and expense and Wachovia shall have no responsibility to Borrowers or Guarantors for any requests acts or omissions of the Borrower, such specific duties and actions that the Agent shall request. The Borrower shall fully cooperate with the Financial Consultant, including providing access to the Borrower's and its Subsidiaries' books, records, facilities and officers or directors, such that the Financial Consultant may properly advise the Borrower regarding the improvement of its business and complete any other work requested by the Agent or the Lenders. The Borrower hereby consents to the Agent and/or any Lender contacting the Financial Consultant directly with respect to its review of the Borrower and its Subsidiaries, and hereby agrees that such communications shall not be restricted or denied in any way. In connection with the foregoing, the Financial Consultant and/or the Borrower shall deliver to the Agent and the Lenders copies of all final work product prepared by the Financial Consultant simultaneously with the Financial Consultant's delivery thereof to the Borrower or upon the Borrower's receipt thereof, as applicable, and the Financial Consultant shall provide the Agent and the Lenders with any other work product of the Financial Consultant that the Agent and the Lenders may request. The Agent and the Lenders agree that materials and information furnished to them by the Financial Consultant shall be considered confidential information for purposes of the Credit Agreement. The Borrower shall pay all fees, costs and expenses of, and related to, the Financial Consultant. The BorrowerWithout limiting the generality of the foregoing, at its sole cost and expense, shall immediately implement any changes or recommendations identified or made by the Financial Consultant if so shall assist Borrowers in providing Agent and Lenders with 13-week rolling cash flow statements for Borrowers and Guarantors, in form and substance satisfactory to Agent and Lenders (including projected cash flow and actual results on a comparative basis), which shall be delivered to Agent and Lenders at such weekly intervals as shall be requested by the Agent or the Lenders; provided, however, that the Borrower shall not be obligated to implement any such change or recommendation if and only as and to the extent that the Borrower's Board of Directors reasonably believes that the Borrower's implementation of such change or recommendation will violate applicable laws or applicable fiduciary duties of such Directors acting in their capacities as such Directors, which belief of the Board of Directors shall be based upon and consistent with the written opinion of outside counsel to the Borrower and/or such Board of Directors, as applicable (which counsel shall be reasonably satisfactory to the Agent and a copy (or copies) of such opinion(s) shall be provided to the Agent in connection with the Borrower's written notice to the Agent advising the Agent that it will not be implementing such change or recommendation and specifying the reasons therefor)Agent.

Financial Consultant. Within three (3) Business Days of receiving a written request from The Obligors have advised the Agent or any LenderLender that by no later than September 30, 2018, the Borrower Obligors shall from time to time and at any time retain and employ, at until March 31, 2019 or such earlier time as agreed to by the Borrower's sole cost and expenseprior written consent of the Lender, on a full-time or part-time basis as the Agent which consent shall directnot be unreasonably denied, a financial or turnaround consultant acceptable and management consulting firm that is reasonably satisfactory to the Agent to advise the Borrower in connection with the financial matters, operation and improvement of its business Lender (the "“Financial Consultant"”). The , on terms and conditions reasonably satisfactory to the Lender, which Financial Consultant shall perform, in addition to any requests of the Borrower, perform such specific duties and actions that the Agent shall request. The Borrower shall fully cooperate with the Financial Consultant, including providing access to the Borrower's and its Subsidiaries' books, records, facilities and officers or directors, such that the Financial Consultant may properly advise the Borrower regarding the improvement of its business and complete any other work tasks as requested by the Agent or the Lenders. The Borrower hereby consents to the Agent and/or any Lender contacting the Financial Consultant directly with respect to its review of the Borrower and its SubsidiariesObligors in consultation with, and hereby agrees that such communications shall not be restricted or denied in any wayas reasonably satisfactory to, the Lender. In connection with the foregoing, the Obligors hereby: (i) Authorize the Lender to communicate directly with the Financial Consultant and/or the Borrower shall deliver regarding all matters relating to the Agent services to be rendered by Consultant to the Obligors, including, without limitation, to discuss all financial reports, business information, findings and recommendations of the Lenders Financial Consultant, and concerning the Obligors’ ongoing implementation of any restructuring strategies; (ii) Authorize and direct the Financial Consultant to communicate directly with the Lender regarding all matters relating to the services to be rendered by Consultant to the Obligors, including, without limitation, to discuss all financial reports, business information, and all findings, and recommendations of the Financial Consultant, and to provide the Lender with copies of all final work product reports and other information prepared or reviewed by the Financial Consultant, and the Obligors covenant and agree that the Lender may rely on any information provided by the Financial Consultant simultaneously with as if provided directly by the Financial Consultant's delivery thereof Obligors; and (iii) Agree not to terminate or materially alter the Borrower or upon the Borrower's receipt thereof, as applicable, and the Financial Consultant shall provide the Agent and the Lenders with any other work product engagement of the Financial Consultant that prior to March 31, 2019 without obtaining the Agent and the Lenders may request. The Agent and the Lenders agree that materials and information furnished to them by the Financial Consultant shall be considered confidential information for purposes prior written consent of the Credit Agreement. The Borrower shall pay all feesLender, costs and expenses of, and related to, the Financial Consultant. The Borrower, at its sole cost and expense, shall immediately implement any changes or recommendations identified or made by the Financial Consultant if so requested by the Agent or the Lenders; provided, however, that the Borrower which consent shall not be obligated to implement any such change or recommendation if and only as and to the extent that the Borrower's Board of Directors reasonably believes that the Borrower's implementation of such change or recommendation will violate applicable laws or applicable fiduciary duties of such Directors acting in their capacities as such Directors, which belief unreasonably denied.” (i) Section 9.2.7(e) of the Board Loan Agreement (Restrictions on Payment of Directors shall be based upon Certain Debt) is hereby deleted in its entirety and consistent with the written opinion of outside counsel to the Borrower and/or such Board of Directors, as applicable (which counsel shall be reasonably satisfactory to the Agent and a copy (or copies) of such opinion(s) shall be provided to the Agent following substituted in connection with the Borrower's written notice to the Agent advising the Agent that it will not be implementing such change or recommendation and specifying the reasons therefor).its stead:

Financial Consultant. Within three (3a) Business Days of receiving a written request from On or before September 15, 2020 (or such later date as agreed by the Administrative Agent or any Lenderin its sole discretion), the Borrower shall from time covenants and agrees to time have countersigned a binding engagement letter, in form and at any time retain substance reasonably acceptable to Administrative Agent and employthe Borrower (the “Engagement Letter”), at providing for the Borrower's sole cost and expense, on retention by the Borrower of a full-time or part-time basis as the Agent shall direct, a nationally recognized financial or turnaround consultant reasonably acceptable to the Administrative Agent to advise and the Borrower in connection with the financial matters, operation and improvement of its business (the "“Financial Consultant"”), until the expiration of the Covenant Relief Period (the “Financial Consultant Termination Date”). The Financial Consultant shall perform, in addition to any requests be retained by and at the sole cost and expense of the Borrower and solely on behalf of the Borrower at all times during the period commencing on the date of effectiveness of ACTIVE 258921773 (b) The scope of the Financial Consultant’s work shall be (without limiting the Borrower, such specific duties ’s right in its discretion to request additional services from the Financial Consultant): (i) providing financial advice with respect to the Loan Parties as described in the Engagement Letter; and actions that (ii) providing general assessments of the Agent shall request. 13-week rolling cash flow projections prepared by the Borrower and the business and cash flow financial models of the Loan Parties. (c) The Borrower (i) agrees that it shall fully cooperate with the Financial ConsultantConsultant in a commercially reasonable manner, including providing access (ii) agrees (with reasonable advance notice) to make management of the Borrower available to the Borrower's Financial Consultant including arranging a weekly call for the Administrative Agent, the Financial Consultant and its Subsidiaries' booksthe Borrower to review the actual cash flow report of the Borrower and discuss, recordsgenerally, facilities the performance and officers or directorsprogress of the Loan Parties, (iii) agrees that the Engagement Letter shall (x) provide that the Administrative Agent and the Lenders shall be permitted to communicate directly with the Financial Consultant from time to time (including, if so requested, without the Borrower being present), so long as the Borrower is given a reasonable opportunity to be included in such communications to which the Borrower is invited, it being understood that the Financial Consultant may properly advise will covenant to use best efforts to include the Borrower regarding in such communications to which the improvement of its business Borrower is invited and complete any other work requested by the Agent or the Lenders. The Borrower hereby consents to the Agent and/or any Lender contacting (y) authorize and direct the Financial Consultant directly with respect to its review of provide the Borrower and its Subsidiaries, and hereby agrees that such communications shall not be restricted or denied in any way. In connection with the foregoing, the Financial Consultant and/or the Borrower shall deliver Administrative Agent (for distribution to the Agent and the Lenders Lenders) with (A) copies of all final work product reports or analyses prepared by the Financial Consultant simultaneously with the Financial Consultant's delivery thereof to for or in respect of the Borrower or upon in connection with its engagement by the Borrower's receipt thereof, as applicable, Borrower and the Financial Consultant shall provide the Agent and the Lenders with (B) any other work product of the Financial Consultant that the Agent and the Lenders may request. The Agent and the Lenders agree that materials and information furnished to them reports or analyses prepared by the Financial Consultant shall be considered confidential information for purposes of in connection with its engagement by the Credit Agreement. The Borrower shall pay all fees, costs and expenses of, and related to, as the Financial Consultant. The Borrower, at its sole cost and expense, shall immediately implement Administrative Agent or any changes or recommendations identified or made by Lender may reasonably request from the Financial Consultant if so requested by the Agent or the Lenders; provided, however, that the Borrower shall not be obligated from time to implement any such change or recommendation if and only as and to the extent that the Borrower's Board of Directors reasonably believes that the Borrower's implementation of such change or recommendation will violate applicable laws or applicable fiduciary duties of such Directors acting in their capacities as such Directors, which belief of the Board of Directors shall be based upon and consistent with the written opinion of outside counsel to the Borrower and/or such Board of Directors, as applicable (which counsel shall be reasonably satisfactory to the Agent and a copy (or copies) of such opinion(s) shall be provided to the Agent in connection with the Borrower's written notice to the Agent advising the Agent that it will not be implementing such change or recommendation and specifying the reasons therefor)time.”