Common use of Inspections; Appraisals Clause in Contracts

Inspections; Appraisals. (a) Permit Agent or any representative thereof to inspect the properties and operations of Loan Parties at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred); and permit, at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each Loan Party hereby authorizes such independent auditors to discuss such financial matters with Agent or any representative thereof), and to examine (and, at the expense of Loan Parties), photocopy extracts from any of its books or other records; and permit at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent and its representatives to inspect the Collateral and other tangible assets of Loan Parties, to perform appraisals of the Collateral of Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the Rolling Stock, Accounts and any other Collateral. (b) Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (c) Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Loan Parties shall not be entitled to rely upon them. (d) All such inspections or audits by Agent shall be at Loan Parties’ joint and several expense (including the reasonable fees and expenses of its representatives and/or agents); provided, that other than with respect to inspections and audits conducted at any time a Default or Event of Default exists, Loan Parties shall not be required to reimburse Agent for inspections or audits more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, records and assets of Loan Parties. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its commercially reasonable credit judgment, nor to use third parties for such purposes. Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (e) Notwithstanding the foregoing, Loan Parties hereby acknowledge and agree that Agent shall have the right (and, upon the written demand of any Lender, shall have the obligation (such obligation to be satisfied if the following shall be commenced within 30 days after receipt of such demand)), at the sole expense of Loan Parties, to perform or commission (1) Rolling Stock Appraisals (x) on all Included Rolling Stock (i) every six months (unless the net if net book value of the Included Rolling Stock as set forth in the most recent Rolling Stock Appraisal is below $1,000,000), in which case no such Rolling Stock Appraisal shall be required and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default and (y) on any previously unappraised Eligible Included Rolling Stock upon any request by Loan Party Agent to include such previously unappraised Eligible Included Rolling Stock in the Borrowing Base and (2) Real Property appraisals, each conducted in accordance with the then applicable standards of the Appraisal Institute, on all Included Real Property (i) annually and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default.

Inspections; Appraisals. (a) Permit Agent Issuer will, and will cause each of the Subsidiary Loan Parties to, permit Purchaser or any representative thereof to inspect the properties and operations of Loan Parties such Person at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent Purchaser reasonably believes that a fraud has occurred); and permit, at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent Purchaser reasonably believes that a fraud has occurred), Agent Purchaser or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each Loan Party Issuer hereby authorizes such its independent auditors to discuss such financial matters with Agent Purchaser or any representative thereof), and to examine (and, at the expense of Loan PartiesIssuer), photocopy extracts from any of its books or other records; and permit at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent and its representatives to inspect the Collateral and other tangible assets of Loan Parties, to perform appraisals of the Collateral of Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the Rolling Stock, Accounts and any other Collateral. (b) Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (c) Loan Parties acknowledge Issuer acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders Purchaser for their its purposes, and Issuer nor any other Loan Parties Party shall not be entitled to rely upon them. (dc) All such inspections or audits by Agent Purchaser shall be at Loan Parties’ joint Purchaser’s (for so long as the Original Purchaser Controls the Issuer, and several thereafter at Issuer’s) expense (including the reasonable fees and expenses of its representatives and/or agents); providedprovided that, that other than with respect to inspections and audits conducted at any time a Default or Event of Default exists, Loan Parties Issuer shall not be required to reimburse Agent Purchaser for inspections or audits of any individual Loan Party more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, records and assets of Loan Parties. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its commercially reasonable credit judgment, nor to use third parties for such purposes. Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (e) Notwithstanding the foregoing, Loan Parties hereby acknowledge and agree that Agent shall have the right (and, upon the written demand of any Lender, shall have the obligation (such obligation to be satisfied if the following shall be commenced within 30 days after receipt of such demand)), at the sole expense of Loan Parties, to perform or commission (1) Rolling Stock Appraisals (x) on all Included Rolling Stock (i) every six months (unless the net if net book value of the Included Rolling Stock as set forth in the most recent Rolling Stock Appraisal is below $1,000,000), in which case no such Rolling Stock Appraisal shall be required and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default and (y) on any previously unappraised Eligible Included Rolling Stock upon any request by Loan Party Agent to include such previously unappraised Eligible Included Rolling Stock in the Borrowing Base and (2) Real Property appraisals, each conducted in accordance with the then applicable standards of the Appraisal Institute, on all Included Real Property (i) annually and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default.

Inspections; Appraisals. (a) Permit Agent Agent, or any representative thereof third party used for such purposes, from time to inspect the properties and operations of Loan Parties at any reasonable time and with reasonable notice time, subject (or at any time without notice if except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of the Company, any Borrower or Subsidiary (subject, in the case of any leased Real Estate, to the terms of the applicable lease and the right of the landlord of such Real Estate), inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants (provided that Borrower Agent shall be given prior notice of, and a reasonable opportunity to be present for, such discussions with the Obligors’ accountants) such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations; provided, that Agent shall exercise such rights no more than one time in any Fiscal Year, unless an Event of Default exists or if Agent reasonably believes that a fraud has occurred); and permit, at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each Loan Party hereby authorizes such independent auditors to discuss such financial matters with Agent or any representative thereof)is continuing, and to examine (and, at the expense of Loan Parties), photocopy extracts from any of its books or other records; and permit at any reasonable time and such rights shall be exercised in accordance with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent and its representatives to inspect the Collateral and other tangible assets of Loan Parties, to perform appraisals of the Collateral of Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the Rolling Stock, Accounts and any other Collateral.Section 10.1.1 (b) Any Lender Lenders may participate in any such visit or its representative shall be entitledinspection, at the sole expense of such Lendertheir own expense; provided, to accompany Agent or its representative on however, that in no event shall any such visitation, inspection or audit. (c) Loan Parties acknowledge audit be exercised by any Lender independently from the Agent. Neither Agent nor any Lender shall have any duty to Obligor to make any inspection, nor to share any results of any inspection or report with any Obligor. The Company and each Obligor acknowledges that all inspections, appraisals inspections and reports are prepared by Agent and Lenders for their purposes, and Loan Parties no Obligor shall not be entitled to rely upon them. (d) All such inspections . Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or audits by Agent shall be at Loan Parties’ joint and several expense (including the reasonable fees and expenses any of its representatives and/or agents); provided, that other than with respect to inspections and audits conducted at any time a Default or Event of Default exists, Loan Parties shall not their respective Subsidiaries will be required to reimburse Agent for inspections disclose, permit the inspection, examination or audits more frequently than twice each Fiscal Year; it being acknowledged that a single inspection making copies or audit may entail visits to the multiple locations of booksabstracts of, records and assets of Loan Parties. Subject to and without limiting the foregoingor discussion of, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent any document, information or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its commercially reasonable credit judgment, nor to use third parties for such purposes. Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (e) Notwithstanding the foregoing, Loan Parties hereby acknowledge and agree that Agent shall have the right (and, upon the written demand of any Lender, shall have the obligation (such obligation to be satisfied if the following shall be commenced within 30 days after receipt of such demand)), at the sole expense of Loan Parties, to perform or commission (1) Rolling Stock Appraisals other matter (x) on all Included Rolling Stock (i) every six months (unless the net if net book value of the Included Rolling Stock as set forth in the most recent Rolling Stock Appraisal that constitutes immaterial Intellectual Property that is below $1,000,000)not registered, in which case no such Rolling Stock Appraisal shall be required and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default and applied for, or pending, non-financial trade secrets or non-financial proprietary information, (y) on in respect of which disclosure to Agent (or Agent’s representatives or contractors) is prohibited by Applicable Law or any previously unappraised Eligible Included Rolling Stock upon any request by Loan Party Agent binding agreement or (z) is subject to include such previously unappraised Eligible Included Rolling Stock in the Borrowing Base and (2) Real Property appraisals, each conducted in accordance with the then applicable standards of the Appraisal Institute, on all Included Real Property (i) annually and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Defaultattorney-client or similar privilege or constitutes attorney work product.

Inspections; Appraisals. Permit Administrative Agent and its agents from time to time, subject to advance notice and during normal business hours (a) Permit Agent or any representative thereof to inspect the properties and operations of Loan Parties at any reasonable time and with reasonable notice (or at any time without notice if except when a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred); exists, no advance notice shall be required and permit, inspections and visits can be made at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurredtime), Agent or any representative thereof to visit any or all of its officesvisit, to discuss its financial matters with its officers and its independent auditors (and each Loan Party hereby authorizes such independent auditors to discuss such financial matters with Agent or any representative thereof)inspect, and to examine (andappraise the Properties of Holdings, at the expense of Loan Parties)any Credit Party or Subsidiary, photocopy extracts from any of its books or other records; and permit at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent and its representatives to inspect the Collateral and other tangible assets of Loan Parties, to perform appraisals of the Collateral of Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, any Credit Party’s or Subsidiary’s books and records, computer datato visit and inspect its properties, computer programsto verify materials, journalsleases, ordersnotes, receiptsaccounts receivable, correspondence deposit accounts and its other data relating assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, employees, agents, advisors and independent accountants (provided that an officer or other representative of the applicable Credit Party or Subsidiary shall be permitted to be present for any discussions with the independent accountants) or any of its other representatives such Person’s business, financial condition, assets, prospects, and results of operations; provided, that no Credit Party or their respective Subsidiaries will, pursuant to this Section 8.4(a), be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to Administrative Agent, any agent thereof or any Lender is prohibited by applicable law, (ii) except to the Rolling Stockextent reasonably necessary in order to realize upon any of the Collateral as part of an exercise of remedies under this Agreement or the other Loan Documents, Accounts information constituting material trade secrets to the extent not materially relevant to the credit analysis of Credit Parties and their respective Subsidiaries and to the extent the disclosure of such trade secrets would be materially harmful to the business of any Credit Party or any of its Subsidiaries, or (iii) that is subject to attorney-client privilege which cannot be reasonably waived by a Credit Party; provided; further, that this exception to disclose or permit an inspection or discussion of any document, information or other Collateral. matter shall not limit Credit Parties’ obligations (bx) Any Lender to cooperate with Administrative Agent in connection with the conducting of field examinations, visits, examinations and appraisals, (y) to deliver Qualified Appraisals of Equipment, Intellectual Property, owned Real Estate and Inventory on each anniversary of the Closing Date (or its representative such other frequency as Administrative Agent shall require), in each case, in accordance with the terms of this Agreement and (z) to provide other reporting required by this Agreement and the other Loan Documents. In addition, the Credit Parties shall cooperate with Administrative Agent to engage an appraiser selected by or acceptable to Administrative Agent in order for Administrative Agent to receive Qualified Appraisals of Equipment, Intellectual Property, owned Real Estate and Inventory (provided that with respect to any Qualified Appraisal of Inventory, any Qualified Appraisal (as defined in the ABL Credit Agreement) of Inventory delivered to, and accepted by, ABL Agent pursuant to the terms of the ABL Credit Agreement (any such Qualified Appraisal, an “ABL Inventory Qualified Appraisal”) that is delivered to Administrative Agent shall be entitled, deemed to be satisfactory to Administrative Agent and to satisfy the obligation to provide to Administrative Agent a Qualified Appraisal of Inventory pursuant to this Section 8.4(a)) on each anniversary of the Closing Date (or such other frequency as Administrative Agent shall require). Lenders may participate in any such visit or inspection at their own expense. Credit Parties shall cooperate with Administrative Agent and the sole expense Qualified Appraiser(s) in connection with the conducting of such Lenderfield examinations, visits, examinations and appraisals. Neither Administrative Agent nor any Lender shall have any duty to accompany Agent any Credit Party or its representative on Subsidiary to make any such visitationinspection, inspection appraisal or audit. (c) Loan report nor to share any results of any inspection, appraisal, or report with any Credit Party or Subsidiary. Credit Parties acknowledge that all inspections, appraisals and reports are prepared by Administrative Agent and Lenders for their own purposes, and Loan Parties no Credit Party or Subsidiary shall not be entitled to receive them or rely upon them. (d) All such inspections or audits by . Borrowers shall furnish to Administrative Agent shall be at Loan Parties’ joint any information that Administrative Agent may reasonable request regarding the determination and several expense (calculation of the Borrowing Base, including the reasonable fees correct and expenses of its representatives and/or agents); provided, that other than with respect to inspections and audits conducted at any time a Default or Event of Default exists, Loan Parties shall not be required to reimburse Agent for inspections or audits more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, records and assets of Loan Parties. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its commercially reasonable credit judgment, nor to use third parties for such purposes. Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (e) Notwithstanding the foregoing, Loan Parties hereby acknowledge and agree that Agent shall have the right (and, upon the written demand complete copies of any Lenderinvoices, shall have the obligation (such obligation to be satisfied if the following shall be commenced within 30 days after receipt of such demand))underlying agreements, at the sole expense of Loan Parties, to perform instruments or commission (1) Rolling Stock Appraisals (x) on all Included Rolling Stock (i) every six months (unless the net if net book value of the Included Rolling Stock as set forth in the most recent Rolling Stock Appraisal is below $1,000,000), in which case no such Rolling Stock Appraisal shall be required and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default and (y) on any previously unappraised Eligible Included Rolling Stock upon any request by Loan Party Agent to include such previously unappraised Eligible Included Rolling Stock in the Borrowing Base and (2) Real Property appraisals, each conducted in accordance with the then applicable standards of the Appraisal Institute, on all Included Real Property (i) annually and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Defaultdocuments.

Inspections; Appraisals. (a) Permit Agent or any representative thereof from time to inspect the properties and operations of Loan Parties at any reasonable time and with reasonable notice time, subject (or at any time without notice if unless a Default or Event of Default exists exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or if Agent reasonably believes that a fraud has occurredSubsidiary, inspect, audit and make extracts from any Obligor's or Subsidiary's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor's or Subsidiary's business, financial condition, assets, prospects and results of operations (an "Examination"); and permitprovided, at any reasonable time and with reasonable notice (or at any time without notice if a Default or that, so long as no Event of Default exists or if Agent reasonably believes that a fraud has occurred)shall have occurred within the prior 12 months, Agent shall not conduct more than one Examination in any 12 month period. Lenders may participate in any such visit or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each Loan Party hereby authorizes such independent auditors to discuss such financial matters with Agent or any representative thereof), and to examine (andinspection, at the expense their own expense. Secured Parties shall have no duty to any Obligor to make any inspection, nor to share any results of Loan Parties)any inspection, photocopy extracts from appraisal or report with any of its books or other records; and permit at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent and its representatives to inspect the Collateral and other tangible assets of Loan Parties, to perform appraisals of the Collateral of Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the Rolling Stock, Accounts and any other Collateral. (b) Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (c) Loan Parties Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Loan Parties Obligors shall not be entitled to rely upon them. (db) All such inspections or audits by Reimburse Agent shall be at Loan Parties’ joint for all its reasonable and several expense (including the reasonable fees documented out-of-pocket charges, costs and expenses of its representatives and/or agents)in connection with (i) Examinations; provided, provided that other than with respect to inspections and audits conducted at any time a Default or so long as no Event of Default existsshall have occurred within the prior 12 months, Loan Parties Obligors shall not be required to reimburse Agent for inspections or audits no more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, records and assets of Loan Parties. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged one Examination in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its commercially reasonable credit judgment, nor to use third parties for such purposes. Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (e) Notwithstanding the foregoing, Loan Parties hereby acknowledge and agree that Agent shall have the right (and, upon the written demand of any Lender, shall have the obligation (such obligation to be satisfied if the following shall be commenced within 30 days after receipt of such demand)), at the sole expense of Loan Parties, to perform or commission (1) Rolling Stock Appraisals (x) on all Included Rolling Stock (i) every six months (unless the net if net book value of the Included Rolling Stock as set forth in the most recent Rolling Stock Appraisal is below $1,000,000), in which case no such Rolling Stock Appraisal shall be required 12 month period; and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default and (y) on any previously unappraised Eligible Included Rolling Stock upon any request by Loan Party Agent to include such previously unappraised Eligible Included Rolling Stock in the Borrowing Base and (2) Real Property appraisals, each conducted in accordance with the then applicable standards of the Appraisal Institute, on all Included Real Property (i) annually and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default, up to one time per Loan Year, engaging the services of a third-party firm acceptable to Agent for the purpose of performing a quality of earnings report.

Inspections; Appraisals. (a) Permit Agent or any representative thereof to inspect Each Loan Party shall, and shall cause each of its Subsidiaries to, permit the properties and operations of Loan Parties at any reasonable time and with reasonable notice Administrative Agent, subject (or at any time without notice if a Default or except when an Event of Default exists exists) to reasonable prior notice and normal business hours, to visit and inspect the Properties of the Borrower or if Agent reasonably believes any Subsidiary, inspect and make extracts from the Borrower’s or any Subsidiary’s books and records (other than information which is subject to attorney-client privilege or would result in a breach of a confidentiality obligation of the Loan Parties to any other Person), and discuss with its officers, employees, agents, advisors and independent accountants the Borrower’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations, it being understood and agreed that a fraud has occurred); and permitany Lender may participate in any such visit or inspection, at any reasonable time and with reasonable notice (or at any time without notice if a Default or its own expense; provided, that, unless an Event of Default exists or if Agent reasonably believes that a fraud has occurredoccurred and is continuing, any such rights exercised pursuant to this Section 6.02(a) shall be limited to once per Fiscal Year; provided, further, that, in connection with the exercise of any such rights pursuant to this Section 6.02(a), Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers (i) the Borrower and its independent auditors (and each Loan Party hereby authorizes such independent auditors Subsidiaries shall be given the opportunity to discuss such financial matters be present at any communications with Agent or any representative thereof)their accountants, and to examine (andii) the Administrative Agent may, at but shall not be obligated to, share with the expense of Loan Parties), photocopy extracts from any of its books or other records; and permit at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent and its representatives to inspect the Collateral and other tangible assets of Loan Parties, to perform appraisals of the Collateral of Loan Parties, and to inspect, audit, check and make Borrower copies of any such inspection, appraisals and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the Rolling Stock, Accounts and any other Collateralreports. (b) Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (c) Each Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposesParty shall, and Loan Parties shall not be entitled to rely upon them. (d) All such inspections or audits by cause each of its Subsidiaries to, reimburse the Administrative Agent shall be at Loan Parties’ joint and several expense (including the for all reasonable fees charges, costs and expenses of its representatives and/or agents); provided, that other than the Administrative Agent in connection with respect to inspections and audits conducted at any time a Default or Event of Default exists, Loan Parties shall not be required to reimburse Agent for inspections or audits more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, records and assets of Loan Parties. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its commercially reasonable credit judgment, nor to use third parties for such purposes. Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (e) Notwithstanding the foregoing, Loan Parties hereby acknowledge and agree that Agent shall have the right (and, upon the written demand of any Lender, shall have the obligation (such obligation to be satisfied if the following shall be commenced within 30 days after receipt of such demand)), at the sole expense of Loan Parties, to perform or commission (1) Rolling Stock Appraisals (x) on all Included Rolling Stock (i) every six months (unless the net if net book value of the Included Rolling Stock Borrower’s or any Subsidiary’s books and records or any other financial or Collateral matters as set forth in the most recent Rolling Stock Appraisal is below $1,000,000)Administrative Agent deems appropriate, in which case no such Rolling Stock Appraisal shall be required and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after limited to once per Fiscal Year except following the occurrence and during the continuance of an Event of Default and (y) on any previously unappraised Eligible Included Rolling Stock upon any request by Loan Party Agent to include such previously unappraised Eligible Included Rolling Stock in the Borrowing Base and (2) Real Property appraisals, each conducted in accordance with the then applicable standards of the Appraisal Institute, on all Included Real Property (i) annually and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default.. CHAR1\1892801v4