Common use of Inspections; Appraisals Clause in Contracts

Inspections; Appraisals. (a) Permit Agent, or any third party used for such purposes, from time to time, subject (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 Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and no Obligor shall not be entitled to rely upon them. (b) Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to two times before November 30th of each calendar year; and (ii) appraisals of Inventory up to two times before November 30th of each calendar year; provided, however, that if an examination or appraisal is initiated during an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to pay Agent’s then standard charges for examination activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or any third party used for such purposes, the Agents from time to time, subject (except when a Default or an Event of Default existshas occurred and is continuing) to reasonable notice and during normal business hours, to visit and inspect the Properties properties of Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations (subject to existing confidentiality obligations and attorney-client privileges)operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent the Agents nor any Lender shall have any duty to Obligor any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Intermediate Holdco and each Obligor acknowledges Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent the Agents and Lenders for their purposes, and no Obligor Borrowers shall not be entitled to rely upon them. (b) Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent Reimburse the Agents for all reasonable and documented charges, costs and expenses of Agent the Agents in connection with (i) examinations field examinations, verifications and evaluations of any ObligorLoan Party’s books and records or any other financial or Collateral matters as Agent deems the Agents reasonably deem appropriate, up to two times before November 30th of each calendar once per fiscal year; and (ii) appraisals of Inventory up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times before November 30th per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% of each calendar yearthe Total Borrowing Base); provided, however, that if an a field examination or appraisal is initiated during while an Event of DefaultDefault has occurred and is continuing, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, including and shall pay the standard charges of such Agent’s internal examination and appraisal groupsgroup. This Section shall not be construed to limit the Agents’ right to conduct examinations or to obtain appraisals at any time in its discretion, as well as the charges of any nor to use third party used parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or any third party used for such purposes, Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties Collateral of Intermediate Holdco, any Borrower or Subsidiaryits Domestic Subsidiaries, inspect, audit and make extracts from any Borrower’s or such Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants, and, after and for as long as an Event of Default continues, Borrowers authorize such independent accountants to discuss such financial matters with the Agent or any authorized representative thereof, such Borrower’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations (subject to existing confidentiality obligations and attorney-client privileges)operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Obligor any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Intermediate Holdco and each Obligor acknowledges Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and no Obligor Borrowers shall not be entitled to rely upon them. (b) Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any ObligorBorrower’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to two times before November 30th of each calendar year; appropriate and (ii) appraisals of Inventory Inventory, in each case, up to one time per calendar year or, for any calendar year in which a Reporting Trigger Period has occurred, two times before November 30th of each per calendar year; provided, however, that if an examination or appraisal is initiated during an a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to pay Agent’s then standard charges for examination activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or any third party used for such purposes, from time to time, subject (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 Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants such BorrowerXxxxxxxx’s or Subsidiary’s business, financial condition, assets, prospects and results of operations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and no Obligor shall not be entitled to rely upon them. (b) Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriate, up to two times before November 30th of each calendar year; and (ii) appraisals of Inventory up to two times before November 30th of each calendar year; provided, however, that if an examination or appraisal is initiated during an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to pay Agent’s then standard charges for examination activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or any third party used for such purposes, from time to time, subject (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 Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and no Obligor shall not be entitled to rely upon them. (b) Reimburse Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to two times before per Loan Yearbefore November 30th of each calendar year; and (ii) appraisals of Inventory up to two times before per Loan Yearbefore November 30th of each calendar year; provided, however, that if an examination or appraisal is initiated during an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to pay Agent’s then standard charges for examination activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.