Common use of Inspection Rights/Lender Meetings Clause in Contracts

Inspection Rights/Lender Meetings. Each of the Loan Parties shall and shall cause each of its Subsidiaries to permit representatives and independent contractors of Administrative Agent to visit and inspect any of their respective properties, including the Facilities to examine their corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral and to discuss their respective affairs, finances and accounts with their respective directors, officers, members, managers and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice (which the parties contemplate to be at least two (2) days advance notice, other than under exigent circumstances as determined in Administrative Agent’s reasonable judgment, where less than two (2) days advance notice may be given) to such Person; provided that, unless an Event of Default exists, the cost of only two (2) examination and audits of the Collateral per calendar year shall be borne by Loan Parties at the then applicable rate charged by Administrative Agent (which rate is subject to change from time to time and is currently One Thousand Dollars ($1,000) per eight hour day (including travel time) per analyst), plus actual and reasonable out of pocket expenses; provided further that, when an Event of Default exists, Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of Loan Parties at any time and without advance notice and as many times as Administrative Agent may require. Loan Parties shall cause its senior management to hold meetings with Administrative Agent in person (if requested by Administrative Agent), on a semi-annual basis, to discuss Loan Parties’ financial performance and projections. Loan Parties shall reimburse Administrative Agent if (but only if) a Default then exists for all reasonable out-of-pocket expenses incurred in connection with Administrative Agent’s attendance at such meetings.

Inspection Rights/Lender Meetings. Each (a) At any reasonable time and from time to time, upon reasonable notice of not less than three Business Days (or such shorter period, if any, as the relevant Loan Parties shall Party and the Administrative Agent may mutually agree), each Loan Party shall, and shall cause each of its Restricted Subsidiaries to to, permit representatives and independent contractors of Administrative Agent (a) to examine, inspect, review, evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that Administrative Agent considers advisable, (b) to visit and inspect any of their respective propertiesits Properties, including the Facilities (c) to examine their its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, to examine therefrom and audit the Collateral and (d) to discuss their respective its affairs, finances business, operations, financial condition and accounts with their respective its directors, officers, membersemployees, managers and independent certified public accountants, all at the sole cost and expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice (which the parties contemplate to be at least two (2) days advance noticerequested; provided that, other than under exigent circumstances as determined in with respect to such visits and inspections following the occurrence of an Event of Default that is continuing, Administrative Agent’s reasonable judgment, where less Agent shall not exercise such rights more often than two (2) days advance notice may be given) to such Persontimes during any calendar year; provided thatprovided, unless an Event of Default existsfurther, the cost of that only two (2) examination and audits of the Collateral per calendar year shall be borne by Loan Parties at the then applicable rate charged by Administrative Agent (which rate is subject to change from time to time and is currently One Thousand Dollars ($1,000) per eight hour day (including travel time) per analyst), plus actual and reasonable out of pocket expenses; provided further that, when an Event of Default exists, exists Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing under this Section at the sole cost and expense of Loan Parties Borrower and at any time during normal business hours and without advance notice and as many times as notice. (b) Xxxxxxxx will, upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders not more frequently than once during each fiscal year to be held at Borrower’s corporate offices (or at such other location as may require. Loan Parties shall cause its senior management be agreed to hold meetings with by Borrower and Administrative Agent or, if agreed to by Administrative Agent in person (if requested its reasonable discretion, via a conference call or other teleconference) at such time as may be agreed to by Xxxxxxxx and the Administrative Agent), on a semi-annual basis, to discuss Loan Parties’ financial performance and projections. Loan Parties shall reimburse Administrative Agent if (but only if) a Default then exists for all reasonable out-of-pocket expenses incurred in connection with Administrative Agent’s attendance at such meetings.

Inspection Rights/Lender Meetings. (a) Each of the Loan Parties Party shall and shall cause each of its their Subsidiaries to permit representatives and independent contractors of Administrative Agent from time to time, subject (unless any Event of Default, or any other Default that has been continuing for three (3) Business Days, in respect of a failure to comply with any requirement of Section 6.01 or Section 6.02(a), or five (5) Business Days in respect of any other any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, exists) to reasonable prior notice and normal business hours, to visit and inspect any of their respective propertiesproperties and assets, including the Facilities Collateral, to examine their corporateconduct appraisals of Collateral and to inspect, financial audit and operating make extracts from any Loan Party's or Subsidiary's books and records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral and to discuss their respective affairs, finances and accounts with their respective directors, its officers, membersemployees, managers agents, advisors and independent public accountantsaccountants such Loan Party's or Subsidiary's business, at such reasonable times during normal business hours financial condition, assets, prospects and as often as may be reasonably desiredresults of operations; provided that unless any Event of Default, upon reasonable advance notice or any other Default that has been continuing for three (which 3) Business Days, in respect of a failure to comply with any requirement of Section 6.01 or Section 6.02(a), or five (5) Business Days in respect of any other any event or condition that, with the parties contemplate to be at least two (2) days advance giving of notice, other than under exigent circumstances as determined in Administrative Agent’s reasonable judgmentthe passage of time, where less than two (2) days advance notice may be given) to such Person; provided thator both, unless would constitute an Event of Default existsDefault, exists the cost costs of only two (2) examination and audits of the Collateral per calendar year one such visit or inspection by Administrative Agent during any 12 month period shall be borne by Loan Parties at Borrowers and the then applicable rate charged by costs of such visits or inspections of Administrative Agent shall be limited as set forth in clause (which rate is subject b) below. Neither the Agents nor any Lender shall have any duty to change from time any Loan Party to time and is currently One Thousand Dollars ($1,000) per eight hour day (including travel time) per analyst)make any inspection, plus actual and reasonable out nor to share any results of pocket expenses; provided further thatany inspection, when an Event of Default exists, Administrative Agent (appraisal or report with any Loan Party or any of its representatives or independent contractors) may do any of their Subsidiaries. Each Loan Party acknowledge that all inspections, appraisals and reports are prepared by Agents and Lenders for their purposes, and the foregoing at the expense of Loan Parties at any time and without advance notice and as many times as Administrative Agent may requireshall not be entitled to rely upon them. Each Loan Parties Party shall cause its senior management to hold meetings with Administrative Agent (a) the Agents in person (if requested by Administrative Agent), on a semi-annual basis, and (b) with the Agents by conference call (in addition to the public quarterly earnings calls), on a quarterly basis, in each case, to discuss the Loan Parties’ ' financial performance and projections. . (b) Each Loan Parties Party shall reimburse (i) Administrative Agent if (but only if) a Default then exists for all its reasonable out-of-pocket and documented charges, costs and expenses incurred in connection with examinations of Obligors' books and records or any other financial or Collateral matters as it deems appropriate, up to three (3) times during any 12 month period; and (ii) Administrative Agent for all its reasonable and documented charges, costs and expenses in connection with (x) full appraisals of Equipment (other than Fleet Equipment) and Fleet Equipment, in each case up to one (1) time per twelve month period (increasing to two (2) times per twelve month period for each Collateral category if Liquidity falls below $20,000,000 for five (5) consecutive Business Days during such twelve month period), (y) desktop appraisals of Equipment (other than Fleet Equipment) and Fleet Equipment, in each case up to one (1) time per twelve month period, and (z) full appraisals and environmental reviews of Real Property, in each case up to one (1) time per twelve month period; provided, however, that if an examination, appraisal or review is initiated during any Event of Default, or any other Default that has been continuing for three (3) Business Days, in respect of a failure to comply with any requirement of Section 6.01 or Section 6.02(a), or five (5) Business Days in respect of any other any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, all such charges, costs and expenses relating thereto shall be reimbursed by Borrowers without regard to such limits. Borrowers shall pay the Administrative Agent’s attendance at 's then standard charges for examination, appraisal and review activities, including charges for its internal examination and appraisal groups, as well as the documented charges of any third party used for such meetingspurposes. No Revolver Borrowing Base or Term Loan Borrowing Base calculation shall include acquired Collateral until completion of applicable field examinations, reviews and appraisals (which shall not be included in the limits provided above) and other diligence required by (and with the results being satisfactory to) Administrative Agent in its Permitted Discretion.

Inspection Rights/Lender Meetings. Each of the Loan Parties shall and shall cause each of its Subsidiaries to permit representatives and independent contractors of Administrative Agent Lender to visit and inspect any of their respective properties, including including, without limitation, the Facilities Facility to examine their corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral and to discuss their respective affairs, finances and accounts with their respective directors, officers, members, managers and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice (which the parties contemplate to be at least two (2) days advance notice, other than under exigent circumstances as determined in Administrative AgentLender’s reasonable judgment, where less than two (2) days advance notice may be given) to such Person; provided that, unless an Event of Default exists, the cost of only two (2) examination examinations and audits of the Collateral per calendar year shall be borne by Loan Parties Borrower at the then applicable rate charged by Administrative Agent Lender (which rate is subject to change from time to time and is currently One Thousand Dollars ($1,000) per eight hour day (including travel time) per analyst), plus actual and reasonable out of pocket expenses; provided further that, when an Event of Default exists, Administrative Agent Lender (or any of its representatives or independent contractors) may do any of the foregoing at the expense of Loan Parties Borrower at any time and without advance notice and as many times as Administrative Agent Lender may require. Loan Parties shall cause its senior management to hold meetings with Administrative Agent Lender in person (if requested by Administrative AgentLender), on a semi-annual monthly basis, to discuss the Loan Parties’ financial performance and projections. Loan Parties shall reimburse Administrative Agent Lender if (but only if) a Default then exists for all reasonable out-of-pocket expenses incurred in connection with Administrative AgentLender’s attendance at such meetings.

Inspection Rights/Lender Meetings. Each (a) At any reasonable time and from time to time, upon reasonable notice of not less than three Business Days (or such shorter period, if any, as the relevant Loan Parties shall Party and the Administrative Agent may mutually agree), each Loan Party shall, and shall cause each of its Restricted Subsidiaries to to, permit representatives and independent contractors of Administrative Agent (a) to examine, inspect, review, evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that Administrative Agent considers advisable, (b) to visit and inspect any of their respective propertiesits Properties, including the Facilities (c) to examine their its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, to examine therefrom and audit the Collateral and (d) 42297167v.11 to discuss their respective its affairs, finances business, operations, financial condition and accounts with their respective its directors, officers, membersemployees, managers and independent certified public accountants, all at the sole cost and expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice (which the parties contemplate to be at least two (2) days advance noticerequested; provided that, other than under exigent circumstances as determined in with respect to such visits and inspections following the occurrence of an Event of Default that is continuing, Administrative Agent’s reasonable judgment, where less Agent shall not exercise such rights more often than two (2) days advance notice may be given) to such Persontimes during any calendar year; provided thatprovided, unless an Event of Default existsfurther, the cost of that only two (2) examination and audits of the Collateral per calendar year shall be borne by Loan Parties at the then applicable rate charged by Administrative Agent (which rate is subject to change from time to time and is currently One Thousand Dollars ($1,000) per eight hour day (including travel time) per analyst), plus actual and reasonable out of pocket expenses; provided further that, when an Event of Default exists, exists Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing under this Section at the sole cost and expense of Loan Parties Borrower and at any time during normal business hours and without advance notice and as many times as notice. (b) Xxxxxxxx will, upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders not more frequently than once during each fiscal year to be held at Borrower’s corporate offices (or at such other location as may require. Loan Parties shall cause its senior management be agreed to hold meetings with by Borrower and Administrative Agent or, if agreed to by Administrative Agent in person (if requested its reasonable discretion, via a conference call or other teleconference) at such time as may be agreed to by Xxxxxxxx and the Administrative Agent), on a semi-annual basis, to discuss Loan Parties’ financial performance and projections. Loan Parties shall reimburse Administrative Agent if (but only if) a Default then exists for all reasonable out-of-pocket expenses incurred in connection with Administrative Agent’s attendance at such meetings.