Common use of Inspections; Appraisals Clause in Contracts

Inspections; Appraisals. (a) 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 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 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 Purchaser reasonably believes that a fraud has occurred), 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 Issuer hereby authorizes its independent auditors to discuss such financial matters with Purchaser or any representative thereof), and to examine (and, at the expense of Issuer), photocopy extracts from any of its books or other records. (b) Issuer acknowledges that all inspections, appraisals and reports are prepared by Purchaser for its purposes, and Issuer nor any other Loan Party shall be entitled to rely upon them. (c) All such inspections or audits by Purchaser shall be at Purchaser’s (for so long as the Original Purchaser Controls the Issuer, and thereafter at Issuer’s) 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, Issuer shall not be required to reimburse 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.

Inspections; Appraisals. (a) Issuer willPermit Agent from time to time, and will cause each of the Subsidiary Loan Parties to, permit Purchaser or any representative thereof to inspect the properties and operations of such Person at any reasonable time and with reasonable notice 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 Purchaser 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 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 if Purchaser reasonably believes that a fraud has occurred), 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 Issuer hereby authorizes its independent auditors to discuss such financial matters with Purchaser 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 Issuer)any inspection, photocopy extracts from appraisal or report with any of its books or other records. (b) Issuer acknowledges Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Purchaser Agent and Lenders for its their purposes, and Issuer nor any other Loan Party Obligors shall not be entitled to rely upon them. (cb) All such inspections or audits by Purchaser shall be at Purchaser’s Reimburse Agent for all its reasonable and documented out-of-pocket charges, costs and expenses in connection with (for i) Examinations; provided that so long as the Original Purchaser Controls the Issuer, and thereafter at Issuer’s) 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 no Event of Default existsshall have occurred within the prior 12 months, Issuer Obligors shall not be required to reimburse Purchaser Agent for inspections or audits no more than one Examination in any 12 month period; and (ii) upon the occurrence and during the continuance of any individual an Event of Default, up to one time per Loan Party more frequently than twice each Fiscal Year; it being acknowledged that , engaging the services of a single inspection or audit may entail visits third-party firm acceptable to Agent for the multiple locations purpose of books, records and assets performing a quality of Loan Partiesearnings report.

Inspections; Appraisals. (a) Issuer willEach Loan Party shall, and will shall cause each of the Subsidiary Loan Parties its Subsidiaries to, permit Purchaser or any representative thereof to inspect the properties and operations of such Person 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 Purchaser 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 Purchaser 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), Purchaser 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 Issuer hereby authorizes its independent auditors Subsidiaries shall be given the opportunity to discuss such financial matters be present at any communications with Purchaser 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 Borrower copies of Issuer)any such inspection, photocopy extracts from any of its books or other recordsappraisals and reports. (b) Issuer acknowledges that all inspections, appraisals and reports are prepared by Purchaser for its purposesEach Loan Party shall, and Issuer nor any other Loan Party shall be entitled to rely upon them. (c) All such inspections or audits by Purchaser shall be at Purchaser’s (cause each of its Subsidiaries to, reimburse the Administrative Agent for so long as the Original Purchaser Controls the Issuerall reasonable charges, and thereafter at Issuer’s) expense (including the reasonable fees costs and expenses of its representatives and/or agents); provided thatthe Administrative Agent in connection with examinations of the Borrower’s or any Subsidiary’s books and records or any other financial or Collateral matters as the Administrative Agent deems appropriate, other than with respect limited to inspections once per Fiscal Year except following the occurrence and audits conducted at during the continuance of any time a Default or Event of Default exists, Issuer shall not be required to reimburse 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.Default. CHAR1\1892801v4

Inspections; Appraisals. (a) Issuer willPermit Agent, and will cause each of the Subsidiary Loan Parties to, permit Purchaser or any representative thereof third party used for such purposes, from time to inspect the properties and operations of such Person 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 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 Purchaser reasonably believes that a fraud has occurred), 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 Issuer hereby authorizes its independent auditors to discuss such financial matters with Purchaser or any representative thereof)is continuing, and to examine (and, at the expense of Issuer), photocopy extracts from any of its books or other records.such rights shall be exercised in accordance with Section 10.1.1 (b) Issuer Lenders may participate in any such visit or inspection, at their own expense; provided, however, that in no event shall any inspection or 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 Purchaser Agent and Lenders for its their purposes, and Issuer nor any other Loan Party no Obligor shall not be entitled to rely upon them. (c) All such inspections . Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or audits by Purchaser shall be at Purchaser’s (for so long as the Original Purchaser Controls the Issuer, and thereafter at Issuer’s) 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, Issuer shall not their respective Subsidiaries will be required to reimburse Purchaser for inspections disclose, permit the inspection, examination or audits making copies or abstracts of, or discussion of, any document, information or other matter (x) that constitutes immaterial Intellectual Property that is not registered, applied for, or pending, non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to Agent (or Agent’s representatives or contractors) is prohibited by Applicable Law or any individual Loan Party more frequently than twice each Fiscal Year; it being acknowledged that a single inspection binding agreement or audit may entail visits (z) is subject to the multiple locations of books, records and assets of Loan Partiesattorney-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) 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 such Person 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 Purchaser 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 Purchaser reasonably believes that a fraud has occurredtime), Purchaser to visit, inspect, and appraise the Properties of Holdings, any Credit Party or Subsidiary, inspect, audit, and make extracts from any representative thereof Credit Party’s or Subsidiary’s books and records, to visit any and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments or all of its offices, examinations and to discuss its financial matters affairs, finances and accounts with its officers and its independent auditors (and Issuer hereby authorizes its independent auditors to discuss such financial matters with Purchaser or any representative thereof), and to examine (and, at the expense of Issuer), photocopy extracts from any of its books directors, officers, employees, agents, advisors and independent accountants (provided that an officer or other records. 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 (bi) Issuer acknowledges in respect of which disclosure to Administrative Agent, any agent thereof or any Lender is prohibited by applicable law, (ii) except to the extent 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, 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 matter shall not limit Credit Parties’ obligations (x) 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 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 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 Qualified Appraiser(s) in connection with the conducting of such field examinations, visits, examinations and appraisals. Neither Administrative Agent nor any Lender shall have any duty to any Credit Party or Subsidiary to make any inspection, appraisal or 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 Purchaser Administrative Agent and Lenders for its their own purposes, and Issuer nor any other Loan no Credit Party or Subsidiary shall be entitled to receive them or rely upon them. (c) All such inspections or audits by Purchaser . Borrowers shall be at Purchaser’s (for so long as furnish to Administrative Agent any information that Administrative Agent may reasonable request regarding the Original Purchaser Controls determination and calculation of the IssuerBorrowing Base, including correct and thereafter at Issuer’s) 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, Issuer shall not be required to reimburse Purchaser for inspections or audits complete copies of any individual Loan Party more frequently than twice each Fiscal Year; it being acknowledged that a single inspection invoices, underlying agreements, instruments or audit may entail visits to the multiple locations of books, records and assets of Loan Partiesother documents.