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, 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 '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) 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 Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to two times before November 30th of one time 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 Defaultany Collateral Trigger Period, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsfor one additional examination of books and records and one additional appraisal of inventory. For the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, the Agent may conduct additional field examination and appraisals as deemed necessary and the Agent shall be reimbursed for the same. 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. For the avoidance of doubt, such examination and appraisal shall exclude information subject to confidentiality obligations or attorney-client privilege.

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.

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, Agent from time to timetime during normal business hours, subject (except when unless a Default or an Event of Default exists) to reasonable notice and during normal business hoursprior notice, at the expense of the Secured Parties except as provided in Section 10.1.1(b), 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)operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any 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 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 its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, once per any 12 month period (or up to two times before November 30th of each calendar yearduring any 12 month period if at any time during such 12 month period, a Due Diligence Trigger Period has occurred); and (ii) appraisals of Inventory Inventory, once per any 12 month period (or up to two times before November 30th of each calendar yearduring any 12 month period if at any time during such 12 month period a Due Diligence Trigger Period has occurred); provided, however, that if an examination or appraisal is initiated during an a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to shall pay Agent’s then standard charges for the forgoing examination activities, including the standard charges of Agent’s for its internal examination and appraisal groups, as well as the out of pocket charges of any third party used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the limits provided above) satisfactory to Agent.