Common use of Inspections; Appraisals Clause in Contracts

Inspections; Appraisals. (a) Permit Agent from time to time, subject to reasonable notice and during normal business hours (except when an Event of Default exists), to visit and inspect the Properties of any Loan Party or Restricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any Loan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal, to increase to two (2) times per Loan Year (x) commencing on the -151- day that an Event of Default occurs, or Average Period Availability (for a one-day period) is less than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time; and (y) continuing until, during the preceding thirty (30) consecutive days, no Event of Default has existed and Average Period Availability has been greater than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time. (b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to one (1) time (or, during any Audit Trigger Period, two (2) times) per Loan Year; and (ii) subject to clause (a) above, appraisals of Inventory up to one (1) time (or, during any Audit Trigger Period, two (2) times) per Loan 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 the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, the Loan Parties 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. Subject to the restrictions set forth in clause (a) above and this clause (b), Agent agrees, for the benefit of the Lenders, to commence examinations as referenced in this Section 10.1.9 on at least an annual basis. In addition to the foregoing, during an Event of Default, at its discretion, Agent shall be permitted to request appraisals of Fixed Asset Priority Collateral up to onetwo (12) times per Loan Year.

Inspections; Appraisals. (a) Permit Agent from time to time, subject to reasonable notice and during normal business hours (except when an Event of Default exists), to visit and inspect the Properties of any Loan Party or Restricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any Loan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal, to increase to two (2) times per Loan Year (x) commencing on the -151- day that an Event of Default occurs, or Average Period Availability (for a one-day period) is less than the greater of (i) $25,000,000 35,000,000 and (ii) 17.5% of the Borrowing Base at such time; and (y) continuing until, during the preceding thirty (30) consecutive days, no Event of Default has existed and Average Period Availability has been greater than the greater of (i) $25,000,000 35,000,000 and (ii) 17.5% of the Borrowing Base at such time. (b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to one (1) time (or, during any Audit Trigger Period, two (2) times) per Loan Year; and (ii) subject to clause (a) above, appraisals of Inventory up to one (1) time (or, during any Audit Trigger Period, two (2) times) times per Loan 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 the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, the Loan Parties 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. Subject to the restrictions set forth in clause (a) above and this clause (b), Agent agrees, for the benefit of the Lenders, to commence examinations as referenced in this Section 10.1.9 on at least an annual basis. In addition to the foregoing, during an Event of Default, at its discretion, Agent shall be permitted to request appraisals of Fixed Asset Priority Collateral up to onetwo (12) times per Loan Year.annual

Inspections; Appraisals. (a) Permit Agent from time to time, subject to reasonable notice and during normal business hours (except when an Event of Default exists), to visit and inspect the Properties of any Loan Party or Restricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any Loan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal, to increase to two (2) times per Loan Year (x) commencing on the -151- day that an Event of Default occurs, or Average Period Availability (for a one-day period) is less than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time; and (y) continuing until, during the preceding thirty (30) consecutive days, no Event of Default has existed and Average Period Availability has been greater than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time. (b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to one (1) time (or, during any Audit Trigger Period, two (2) times) per Loan Year; and (ii) subject to clause (a) above, appraisals of Inventory up to one (1) time (or, during any Audit Trigger Period, two (2) times) times per Loan 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 the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, the Loan Parties 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. Subject to the restrictions set forth in clause (a) above and this clause (b), Agent agrees, for the benefit of the Lenders, to commence examinations as referenced in this Section 10.1.9 10.1.1 on at least an annual basis. In addition to the foregoing, during an Event of Default, at its discretion, Agent shall be permitted to request appraisals of Fixed Asset Priority Collateral up to onetwo (12) times per Loan Year.

Inspections; Appraisals. (a) Permit Agent from time to time, subject to reasonable notice and during normal business hours (except when an Event of Default exists), to visit and inspect the Properties of any Loan Party or Restricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any Loan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal, to increase to two (2) times per Loan Year (x) commencing on the -151- day that an Event of Default occurs, or Average Period Availability (for a one-day period) is less than the greater of (i) $25,000,000 35,000,00025,000,000 and (ii) 17.5% of the Borrowing Base at such time; and (y) continuing until, during the preceding thirty (30) consecutive days, no Event of Default has existed and Average Period Availability has been greater than the greater of (i) $25,000,000 35,000,00025,000,000 and (ii) 17.5% of the Borrowing Base at such time. (b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to one (1) time (or, during any Audit Trigger Period, two (2) times) per Loan Year; and (ii) subject to clause (a) above, appraisals of Inventory up to one (1) time (or, during any Audit Trigger Period, two (2) times) times per Loan 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 the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, the Loan Parties 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. Subject to the restrictions set forth in clause (a) above and this clause (b), Agent agrees, for the benefit of the Lenders, to commence examinations as referenced in this Section 10.1.9 on at least an annual basis. In addition to the foregoing, during an Event of Default, at its discretion, Agent shall be permitted to request appraisals of Fixed Asset Priority Collateral up to onetwo one (121) times time per Loan Year.

Inspections; Appraisals. (a) Permit Agent from time to time, subject to reasonable notice and during normal business hours (except when an Event of Default exists), to visit and inspect the Properties of any Loan Party or Restricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any Loan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal, to increase to two (2) times per Loan Year (x) commencing on the -151- day that an Event of Default occurs, or Average Period Availability (for a one-day period) is less than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time; and (y) continuing until, during the preceding thirty (30) consecutive days, no Event of Default has existed and Average Period Availability has been greater than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time. (b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to one (1) time (or, during any Audit Trigger Period, two (2) times) per Loan Year; and (ii) subject to clause (a) above, appraisals of Inventory up to one (1) time (or, during any Audit Trigger Period, two (2) times) times per Loan 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 the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, the Loan Parties 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. Subject to the restrictions set forth in clause (a) above and this clause (b), Agent agrees, for the benefit of the Lenders, to commence examinations as referenced in this Section 10.1.9 on at least an annual basis. In addition to the foregoing, during an Event of Default, at its discretion, Agent shall be permitted to request appraisals of Fixed Asset Priority Collateral up to onetwo one (121) times time per Loan Year.