Common use of Inspections; Appraisals Clause in Contracts

Inspections; Appraisals. (a) Permit the Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the Properties of any Obligor, at the Borrowers’ expense as provided in clause (b) below, inspect, audit and make extracts from any Obligor’s corporate, financial or operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) such Obligor’s business, financial condition, assets and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 20% of the Line Cap for a period of 10 consecutive Business Days during such 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (ii) during any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Obligor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Each of the Obligors acknowledges that all inspections, appraisals and reports are prepared by the Agent and Lenders for their purposes, and no Obligor shall be entitled to rely upon them.

Inspections; Appraisals. (a) Permit the AgentAgent from time to time, subject to reasonable notice (except when unless an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the Properties of Borrower or any Obligor, at the Borrowers’ expense as provided in clause (b) belowRestricted Subsidiary, inspect, audit and make extracts from Borrower’s or any ObligorRestricted Subsidiary’s corporate, financial or operating books and records, and discuss with its officers, employees, agents, advisors and independent accountants (subject provided that representatives of the Borrower shall be permitted to such be present at any discussion with the independent accountants’ customary policies and procedures) such ObligorBorrower’s or any Restricted Subsidiary’s business, financial condition, assets assets, prospects and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present operations. Lenders may participate in any discussions with officerssuch visit or inspection, employees, agent, advisors and independent accountants); provided that the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 20% of the Line Cap for a period of 10 consecutive Business Days during such 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (ii) during any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s requesttheir own expense. No such inspection or visit shall unduly interfere with the business or operations of any Obligor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the 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 inspection or report with any Obligor. Upon Borrower’s reasonable request, Agent shall provide Borrower with the results of any appraisals it obtains pursuant to Section 10.1.1(b) in respect of Borrower’s or any Subsidiary Guarantor’s properties or assets subject to Agent’s right to redact portions of such appraisals in its Permitted Discretion. Each of the Obligors Borrower and each Subsidiary Guarantor acknowledges that all inspections, appraisals and reports are prepared by the or on behalf of Agent and Lenders for their purposes, and no Obligor Borrower and Subsidiary Guarantors shall not be entitled to rely upon them. Borrower and its Restricted Subsidiaries may place reasonable limits on access to information, the disclosure of which is subject to attorney-client or attorney work product privileges and neither Borrower nor any Restricted Subsidiary shall be required to disclose any trade secrets. Notwithstanding the foregoing, appraisals and field examinations shall be governed solely by Section 10.1.1(b).

Inspections; Appraisals. (a) Permit (i) If the AgentInspection Covenant Trigger Period is not in effect, subject Agent shall have the right, at any time, upon reasonable notice and during normal business hours, up to two (2) times every year (except when an there will be no such limitation if a Default or Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hourshas occurred or is continuing), to visit and inspect the Properties of any Obligor, at the Borrowers’ expense as provided in clause (b) belowBorrower and its Subsidiaries, inspect, audit and make extracts from any ObligorBorrower’s corporate, financial or operating and its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountantsBorrower’s or its Subsidiaries’ customary policies and procedures) such Obligor’s business, financial condition, assets assets, prospects and results of operations (it being understood that a representative and to conduct an appraisal of the Lead Borrower is allowed to be present Inventory by an appraiser chosen by Agent. Lenders may participate in any discussions such visit or inspection, at their own expense; and (ii) if the Inspection Covenant Trigger Period is in effect, Agent shall have the right, at any time, upon reasonable notice and during normal business hours, up to three (3) times every year (except there will be no such limitation if a Default or Event of Default has occurred or is continuing), to visit and inspect the Properties of Borrower and its Subsidiaries, inspect, audit and make extracts from Borrower’s and its Subsidiaries’ books and records, and discuss with its officers, employees, agentagents, advisors and independent accountants); provided that the Agent shall only be permitted accountants Borrower’s or its Subsidiaries’ business, financial condition, assets, prospects and results of operations and to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 20% of the Line Cap for a period of 10 consecutive Business Days during such 12-month period, one additional field examination and one additional inventory an appraisal of Current Asset Collateral will be permitted Inventory by an appraiser chosen by Agent. Lenders may participate in any such 12-month period and (ii) during any Liquidity Periodvisit or inspection, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month periodat their own expense. Notwithstanding the foregoing or anything contained herein to the contrary, except that during the existence and continuance of unless an Event of DefaultDefault has occurred and is continuing, there Agent shall be no limit on not conduct any such audits or appraisals at the Borrower’s expense so long as the Revolver Agent has obtained the number of additional field examinations such audits and inventory appraisals in each calendar year to which Agent would otherwise be entitled under the first sentence of Current Asset Collateral this subsection (a) and has shared such audits and appraisals conducted under the Revolving Credit Agreement with Agent pursuant to the terms of set forth in the Intercreditor Agreement; provided, that, in the event that shall be permitted the Revolver Agent has not conducted such number of audits and appraisals and/or has not shared such number of audits and appraisals with Agent, Agent may require, at the Borrower’s expense, completion of so many of such audits and appraisals, as when taken together with such audits and appraisals as the Revolver Agent has conducted and has shared with Agent’s request. No such inspection or visit shall unduly interfere , equals the number of audits and appraisals to which Agent is entitled under the first sentence of this subsection (a), all in accordance with the business or operations of any Obligor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Each of the Obligors acknowledges that all inspections, appraisals and reports are prepared by the Agent and Lenders for their purposes, and no Obligor shall be entitled to rely upon themterms hereof.

Inspections; Appraisals. (a) Permit the AgentAgent from time to time, subject (except when an unless a Default or Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the Properties of any Obligor, at the Borrowers’ expense as provided in clause (b) belowBorrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s corporate, financial or operating Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) such ObligorBorrower’s or Subsidiary’s business, financial condition, assets assets, prospects and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present operations. Lenders may participate in any discussions with officerssuch visit or inspection, employees, agent, advisors and independent accountants); provided that the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 20% of the Line Cap for a period of 10 consecutive Business Days during such 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (ii) during any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s requesttheir own expense. No such inspection or visit shall unduly interfere with the business or operations of any Obligor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the 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. Each of the Obligors acknowledges Borrowers acknowledge that all inspections, appraisals and reports are prepared by the Agent and Lenders for their purposes, and no Obligor Borrowers shall not be entitled to rely upon them.. (b) Reimburse Agent for all its charges, costs and expenses in connection with (i) examinations of Obligors’ books and records or any other financial or Collateral matters as it deems appropriate, up to one time per Loan Year if Revolver Loans are outstanding for more than 5 consecutive Business Days during such period and up to one time per each 18 month period if no Revolver Loans are outstanding for more than 5 consecutive Business Days during such period; and (ii) appraisals of Obligors’ Inventory and Equipment up to one appraisal of Inventory and Equipment per Loan Year if Revolver Loans are outstanding for more than 5 consecutive Business Days during such period and up to one time per each 18 month period if no Revolver Loans are outstanding for more than 5 consecutive Business Days during such period; provided, that if an examination or appraisal is initiated during a Default or Event of Default or during a Loan Year in which a Due Diligence Trigger Period exists or existed, all charges, costs and expenses relating thereto shall be reimbursed by Borrowers without regard to such limits. Borrowers shall pay Agent’s then standard charges for examination activities, including charges for its internal examination and appraisal groups, as well as the charges of any third party used for such purposes. No Dutch Borrowing Base or U.S. 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. 10.1.2

Inspections; Appraisals. (a) Permit the Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the Properties of any Obligor, at the Borrowers’ expense as provided in clause (b) below, inspect, audit and make extracts from any Obligor’s corporate, financial or operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) such Obligor’s business, financial condition, assets and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 20% of the Line Cap for a period of 10 consecutive Business Days during such 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (ii) during any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Obligor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Each of the Obligors acknowledges that all inspections, appraisals and reports are prepared by the Agent and Lenders for their purposes, and no Obligor shall be entitled to rely upon them.

Inspections; Appraisals. (a) Permit the AgentAdministrative Agent and its agents from time to time, subject to advance notice and during normal business hours (except when an any Event of Default exists) ), to reasonable advance notice tovisit, inspect, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect appraise the Properties of any Obligor, at the Borrowers’ expense as provided in clause (b) belowCredit Party or Subsidiary, inspect, audit audit, and make extracts from any ObligorCredit Party’s corporate, financial or operating records, Subsidiary’s books and records and discuss with its such Person’s officers, employees, agents, advisors advisors, and independent accountants (subject provided, that an officer or other representative of the applicable Credit Party or Subsidiary shall be permitted to such be present for any discussions with the independent accountants’ customary policies and procedures) such ObligorPerson’s business, financial conditionposition, assets assets, prospects, and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants)operations; provided that the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided furtherprovided, that if at no Credit Party or their respective Subsidiaries will, pursuant to this Section 8.4, Section 8.6(a)(vi) or any time Availability is other provision of this Agreement or any other Loan Document, be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) less than 20% in respect of the Line Cap for a period of 10 consecutive Business Days during such 12-month periodwhich disclosure to Administrative Agent, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and any agent thereof or any Lender is prohibited by applicable law or any binding agreement, (ii) during except to the extent reasonably necessary in order to realize upon any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset the Collateral be permitted in such 12-month period, except that during the existence and continuance as part of an Event exercise of Defaultremedies under this Agreement or the other Loan Documents, there shall 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 no limit on the number of additional field examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s request. No such inspection or visit shall unduly interfere with materially harmful to the business or operations of any ObligorCredit Party or any of its Subsidiaries, nor result or (iii) that is subject to attorney-client privilege (or similar legally-recognized privilege that would be lost by virtue of such disclosure to Administrative Agent, any agent thereof and the Lenders) or constitutes attorney work product. Lenders may participate in any damage to the Property such visit or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrowerat their own expense. Neither the Administrative Agent nor any Lender shall have any duty to any Obligor Credit Party or Subsidiary to make any inspection, appraisal or report nor to share any results of any inspection, appraisal appraisal, or report with any ObligorCredit Party or Subsidiary. Each of the Obligors acknowledges Credit Parties acknowledge that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their own purposes, and no Obligor Credit Party or Subsidiary shall be entitled to receive them or rely upon them.

Inspections; Appraisals. (a) Permit the AgentAdministrative Agent and its agents from time to time, subject to advance notice and during normal business hours (except when an a Default or Event of Default exists) to reasonable , no advance notice toshall be required and inspections and visits can be made at any time), to visit, inspect, and reasonable coordination withappraise the Properties of Holdings, the Lead Borrower any Credit Party or Subsidiary, inspect, audit, and normal business hoursmake extracts from any Credit Party’s or Subsidiary’s books and records, to visit and inspect the Properties 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 examinations and to discuss its affairs, finances and accounts with any of any Obligorits directors, at the Borrowers’ expense as provided in clause (b) below, inspect, audit and make extracts from any Obligor’s corporate, financial or operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject 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 accountants’ customary policies and procedures) such ObligorPerson’s business, financial condition, assets assets, prospects, and results of operations 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 (it being understood that a representative i) 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 Lead Borrower 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 allowed subject to attorney-client privilege which cannot be present 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 any discussions connection with officersthe conducting of field examinations, employeesvisits, agentexaminations and appraisals, advisors (y) to deliver Qualified Appraisals of Equipment, Intellectual Property, owned Real Estate and independent accountantsInventory 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 the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising Qualified Appraisal of Inventory, any Qualified Appraisal (as defined in the Borrowing Base per 12-month period; provided furtherABL Credit Agreement) of Inventory delivered to, that if at any time Availability is (i) less than 20% and accepted by, ABL Agent pursuant to the terms of the Line Cap for a period of 10 consecutive Business Days during ABL Credit Agreement (any such 12-month periodQualified Appraisal, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (iian “ABL Inventory Qualified Appraisal”) during any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there is delivered to Administrative Agent shall be no limit 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 number 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 additional such field examinations, visits, examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Obligor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrowerappraisals. Neither the Administrative Agent nor any Lender shall have any duty to any Obligor Credit Party or Subsidiary to make any inspection, appraisal or report nor to share any results of any inspection, appraisal appraisal, or report with any ObligorCredit Party or Subsidiary. Each of the Obligors acknowledges Credit Parties acknowledge that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their own purposes, and no Obligor Credit Party or Subsidiary shall be entitled to receive them or rely upon them. Borrowers shall furnish to Administrative Agent any information that Administrative Agent may reasonable request regarding the determination and calculation of the Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents.