Common use of Inspections; Field Examinations; Appraisals and Physical Counts Clause in Contracts

Inspections; Field Examinations; Appraisals and Physical Counts. (a) Upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Agent may request, permit any authorized representative designated by the Agent, including without limitation, any consultant engaged by the Agent, together with any authorized representatives of any Lender desiring to accompany the Agent, to visit and inspect the Properties and financial records of the Credit Parties and to make extracts from such financial records and permit any authorized representative designated by the Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Credit Parties with any Responsible Officer and the Credit Parties’ independent public accountants, as applicable. The Agent agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall have the right to be present at any such meeting. (b) The Agent and any of its consultants shall each have the right to examine (and any authorized representatives of any Lender shall have the right to accompany the Agent during any such examination), as often as they may request, the existence and condition of the Accounts, books and records of the Borrower and its Subsidiaries and to review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. They shall also have the right to verify with any and all customers of the Borrower and its Subsidiaries the existence and condition of the Accounts, as often as they may require, without prior notice to or consent of the Borrower or any of its Subsidiaries. Without in any way limiting the foregoing, the Agent, and any of its consultants shall have the right to (i) conduct field examinations of the Borrower and its Subsidiaries operations at the Borrower’s expense as often as they may request and (ii) to order and obtain an appraisal of the Collateral by an appraisal firm satisfactory to the Agent, and any of their consultants as often as they may request. Without in any way limiting the foregoing, the Borrower agrees to cooperate and to cause its Subsidiaries to cooperate in all respects with the Agent, and any of their consultants in connection with any and all inspections, examinations and other actions taken by them pursuant to this Section 6.4. The Borrower hereby agrees to promptly pay, upon demand by the Agent (or the applicable Lender, if appropriate), any and all fees and expenses incurred by the Agent or any Lender in connection with any inspection, examination, appraisal or review permitted by the terms of this Section 6.4; provided, however, that so long as no Default or Event of Default is continuing, the Borrower shall only be obligated to pay for (x) two field examinations during each consecutive 12-month period (limited to the prevailing rate then charged for field examinations, which is initially anticipated to be $850.00 per day per examiner, plus all out-of-pocket expenses of the relevant examiner related to such filed examinations), (y) one Collateral appraisal (other than the initial field examinations and appraisals for any Accounts, Equipment and/or Inventory acquired through an acquisition or other Investment permitted under the terms of this agreement, it being agreed that the Borrower shall be obligated to pay for each such initial field examination and/or appraisal, as applicable, conducted with respect to each such acquisition or Investment); provided further, however, that the Borrower shall only be obligated to pay or reimburse such fees and expenses of any Lender other than the Agent to the extent incurred by such Lender after the occurrence of any Default or Event of Default which has not been cured to the satisfaction of the Agent or waived in writing by the Agent and the Required Lenders.

Inspections; Field Examinations; Appraisals and Physical Counts. (a) Upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Administrative Agent may request, permit any authorized representative designated by the Administrative Agent, including without limitation, any consultant engaged by the Administrative Agent, together with any authorized representatives of any Lender desiring to accompany the Administrative Agent, to visit and inspect the Properties and financial records of the Credit Parties and to make extracts from such financial records and permit any authorized representative designated by the Administrative Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Credit Parties with any Responsible Officer and the Credit Parties’ independent public accountants, as applicable. The Administrative Agent agrees that it shall schedule any meeting with any such independent public accountant through the applicable Borrower, and a Responsible Officer of the applicable Borrower shall have the right to be present at any such meeting. (b) The Administrative Agent and any consultant of its consultants the Administrative Agent shall each have the right to examine (and any authorized representatives of any Lender shall have the right to accompany the Administrative Agent during any such examination), as often as they the Administrative Agent may request, the existence and condition of the Accounts, books and records of the any Borrower and its Subsidiaries and to review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. They The Administrative Agent shall also have the right to verify with any and all customers of the any Borrower and its Subsidiaries the existence and condition of the Accounts, as often as they the Administrative Agent may require, without prior notice to or consent of the any Borrower or any of its Subsidiaries. Without in any way limiting the foregoing, the Agent, and any of its consultants Administrative Agent shall have the right to (i) conduct field examinations of the any Borrower and its Subsidiaries operations at the such Borrower’s expense as often as they the Administrative Agent may request and (ii) to order and obtain an appraisal of the Collateral Inventory, the Equipment and/or the Real Estate, as applicable, of the applicable Borrower and its Subsidiaries by an appraisal firm satisfactory to the Agent, and any of their consultants Administrative Agent as often as they the Administrative Agent may request. Without in any way limiting the foregoing, each of the Borrower Borrowers agrees to cooperate and to cause its Subsidiaries to cooperate in all respects with the Agent, Administrative Agent and any of their its representatives and consultants in connection with any and all inspections, examinations and other actions taken by them the Administrative Agent or any of its representatives or consultants pursuant to this Section 6.4. The Each Borrower hereby agrees to promptly pay, upon demand by the Administrative Agent (or the applicable Lender, if appropriate), any and all fees and expenses incurred by the Administrative Agent or any Lender in connection with any inspection, examination, appraisal or review permitted by the terms of this Section 6.4; provided, however, that so long as no Default or Event of Default is continuing, the each Borrower shall only be obligated to pay for (x) two field examinations during of such Borrower’s books and records, etc. during each consecutive 12-month period (limited to the prevailing rate then charged for field examinations, which is initially anticipated to be $850.00 per day per examiner, plus all out-of-pocket expenses of the relevant examiner Administrative Agent related to such filed examinations), (y) one Collateral Inventory appraisal of such Borrower’s Inventory during each consecutive 12-month period, and (z) one Equipment appraisal of the US Credit Parties’ Equipment and one Real Estate appraisal of all real property then included within Eligible Real Estate during any consecutive 12-month period, but only if the US Borrower has elected the reappraisal option for the applicable annual Equipment and Real Estate Annual Adjustments (other than the initial field examinations and appraisals for any Accounts, Equipment and/or Inventory acquired through an acquisition or other Investment permitted under the terms of this agreement, it being agreed that the applicable Borrower shall be obligated to pay for each such initial field examination and/or appraisal, as applicable, conducted with respect to each such acquisition or Investment); provided further, however, that the Borrower Borrowers shall only be obligated to pay or reimburse such fees and expenses of any Lender other than the Administrative Agent to the extent incurred by such Lender after the occurrence of any Default or Event of Default which has not been cured to the satisfaction of the Administrative Agent or waived in writing by the Administrative Agent and the Required Lenders.

Inspections; Field Examinations; Appraisals and Physical Counts. (a) Upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Agent may request, permit any authorized representative designated by the Agent, including without limitation, any consultant engaged by the Agent, together with any authorized representatives of any Lender desiring to accompany the Agent, to visit and inspect the Properties and financial records of the Credit Parties and to make extracts from such financial records and permit any authorized representative designated by the Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Credit Parties with any Responsible Officer and the Credit Parties’ independent public accountants, as applicable. The Agent agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall have the right to be present at any such meeting. (b) The Agent and any of its consultants shall each have the right to examine (and any authorized representatives of any Lender shall have the right to accompany the Agent during any such examination), as often as they may request, the existence and condition of the Accounts, books and records of the Borrower and its Subsidiaries and to review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. They shall also have the right to verify with any and all customers of the Borrower and its Subsidiaries the existence and condition of the Accounts, as often as they may require, without prior notice to or consent of the Borrower or any of its Subsidiaries. Without in any way limiting the foregoing, the Agent, and any of its consultants shall have the right to (i) conduct field examinations of the Borrower and its Subsidiaries operations at the Borrower’s expense as often as they may request and (ii) to order and obtain an appraisal of the Collateral by an appraisal firm satisfactory to the Agent, and any of their consultants as often as they may request. Without in any way limiting the foregoing, the Borrower agrees to cooperate and to cause its Subsidiaries to cooperate in all respects with the Agent, and any of their consultants in connection with any and all inspections, examinations and other actions taken by them pursuant to this Section 6.4. The Borrower hereby agrees to promptly pay, upon demand by the Agent (or the applicable Lender, if appropriate), any and all fees and expenses incurred by the Agent or any Lender in 45 Term Loan Agreement connection with any inspection, examination, appraisal or review permitted by the terms of this Section 6.4; provided, however, that so long as no Default or Event of Default is continuing, the Borrower shall only be obligated to pay for (x) two field examinations during each consecutive 12-month period (limited to the prevailing rate then charged for field examinations, which is initially anticipated to be $850.00 per day per examiner, plus all out-of-pocket expenses of the relevant examiner related to such filed examinations), (y) one Collateral appraisal (other than the initial field examinations and appraisals for any Accounts, Equipment and/or Inventory acquired through an acquisition or other Investment permitted under the terms of this agreement, it being agreed that the Borrower shall be obligated to pay for each such initial field examination and/or appraisal, as applicable, conducted with respect to each such acquisition or Investment); provided further, however, that the Borrower shall only be obligated to pay or reimburse such fees and expenses of any Lender other than the Agent to the extent incurred by such Lender after the occurrence of any Default or Event of Default which has not been cured to the satisfaction of the Agent or waived in writing by the Agent and the Required Lenders.

Inspections; Field Examinations; Appraisals and Physical Counts. (a) Upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Agent may request, permit any authorized representative designated by the Agent, including without limitation, any consultant engaged by the Agent, together with any authorized representatives of any Lender desiring to accompany the Agent, to visit and inspect the Properties and financial records of the Credit Parties and to make extracts from such financial records and permit any authorized representative designated by the Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Credit Parties with any Responsible Officer and the Credit Parties’ independent public accountants, as applicable. The Agent agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall have the right to be present at any such meeting. (b) The Agent and any consultant of its consultants the Agent shall each have the right to examine (and any authorized representatives of any Lender shall have the right to accompany the Agent during any such examination), as often as they the Agent may request, the existence and condition of the Accounts, books and records of the Borrower and its Subsidiaries and to review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. They The Agent shall also have the right to verify with any and all customers of the Borrower and its Subsidiaries the existence and condition of the Accounts, as often as they the Agent may require, without prior notice to or consent of the Borrower or any of its Subsidiaries. Without in any way limiting the foregoing, the Agent, and any of its consultants Agent shall have the right to (i) conduct field examinations of the Borrower and its Subsidiaries operations at the Borrower’s expense as often as they the Agent may request and (ii) to order and obtain an appraisal of the Collateral Inventory, the Equipment and/or the Real Estate of the Borrower and its Subsidiaries by an appraisal firm satisfactory to the Agent, and any of their consultants Agent as often as they the Agent may request. Without in any way limiting the foregoing, the Borrower agrees to cooperate and to cause its Subsidiaries to cooperate in all respects with the Agent, Agent and any of their its representatives and consultants in connection with any and all inspections, examinations and other actions taken by them the Agent or any of its representatives or consultants pursuant to this Section 6.4. The Borrower hereby agrees to promptly pay, upon demand by the Agent (or the applicable Lender, if appropriate), any and all fees and expenses incurred by the Agent or any Lender in connection with any inspection, examination, appraisal or review permitted by the terms of this Section 6.4; provided, however, that so long as no Default or Event of Default is continuing, the Borrower shall only be obligated to pay for (x) two field examinations during each consecutive 12-month period (limited to the prevailing rate then charged for field examinations, which is initially anticipated to be $850.00 per day per examiner, plus all out-of-pocket expenses of the relevant examiner Agent related to such filed examinations), (y) one Collateral Inventory appraisals during each consecutive 12-month period, and (z) one Equipment appraisal and one Real Estate appraisal of all real property then included within Eligible Real Estate during any consecutive 12-month period, but only if the Borrower has elected the reappraisal option for the applicable annual Equipment and Real Estate Annual Adjustments (other than the initial field examinations and appraisals for any Accounts, Equipment and/or Inventory acquired through an acquisition or other Investment permitted under the terms of this agreement, it being agreed that the Borrower shall be obligated to pay for each such initial field examination and/or appraisal, as applicable, conducted with respect to each such acquisition or Investment); provided further, however, that the Borrower shall only be obligated to pay or reimburse such fees and expenses of any Lender other than the Agent to the extent incurred by such Lender after the occurrence of any Default or Event of Default which has not been cured to the satisfaction of the Agent or waived in writing by the Agent and the Required Lenders.

Inspections; Field Examinations; Appraisals and Physical Counts. (a) Upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Agent may request, permit any authorized representative designated by the Agent, including without limitation, any consultant engaged by the Agent, together with any authorized representatives of any Lender desiring to accompany the Agent, to visit and inspect the Properties and financial records of the Credit Parties and to make extracts from such financial records and permit any authorized representative designated by the Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Credit Parties with any Responsible Officer and the Credit Parties’ independent public accountants, as applicable. The Agent agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall have the right to be present at any such meeting. (b) The Agent and any consultant of its consultants the Agent shall each have the right to examine (and any authorized representatives of any Lender shall have the right to accompany the Agent during any such examination), as often as they the Agent may request, the existence and condition of the Accounts, books and records of the Borrower and its Subsidiaries and to review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. They The Agent shall also have the right to verify with any and all customers of the Borrower and its Subsidiaries the existence and condition of the Accounts, as often as they the Agent may require, without prior notice to or consent of the Borrower or any of its Subsidiaries. Without in any way limiting the foregoing, the Agent, and any of its consultants Agent shall have the right to (i) conduct field examinations of the Borrower and its Subsidiaries operations at the Borrower’s expense as often as they the Agent may request and (ii) to order and obtain an appraisal of the Collateral Inventory, the Equipment and/or the Real Estate of the Borrower and its Subsidiaries by an appraisal firm satisfactory to the Agent, and any of their consultants Agent as often as they the Agent may request. Without in any way limiting the foregoing, the Borrower agrees to cooperate and to cause its Subsidiaries to cooperate in all respects with the Agent, Agent and any of their its representatives and consultants in connection with any and all inspections, examinations and other actions taken by them the Agent or any of its representatives or consultants pursuant to this Section 6.4. The Borrower hereby agrees to promptly pay, upon demand by the Agent (or the applicable Lender, if appropriate), any and all fees and expenses incurred by the Agent or any Lender in connection with any inspection, examination, appraisal or review permitted by the terms of this Section 6.4; provided, however, that so long as no Default or Event of Default is continuing, the Borrower shall only be obligated to pay for (x) two field examinations during each consecutive 12-month period (limited to the prevailing rate then charged for field examinations, which is initially anticipated to be $850.00 per day per examiner, plus all out-of-pocket expenses of the relevant examiner related to such filed examinations), (y) one Collateral appraisal (other than the initial field examinations and appraisals for any Accounts, Equipment and/or Inventory acquired through an acquisition or other Investment permitted under the terms of this agreement, it being agreed that the Borrower shall be obligated to pay for each such initial field examination and/or appraisal, as applicable, conducted with respect to each such acquisition or Investment); provided further, however, that the Borrower shall only be obligated to pay or reimburse such fees and expenses of any Lender other than the Agent to the extent incurred by such Lender after the occurrence of any Default or Event of Default which has not been cured to the satisfaction of the Agent or waived in writing by the Agent and the Required Lenders6.

Inspections; Field Examinations; Appraisals and Physical Counts. (a) Upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Administrative Agent may request, permit any authorized representative designated by the Administrative Agent, including without limitation, any consultant engaged by the Administrative Agent, together with any authorized representatives of any Lender desiring to accompany the Administrative Agent, to visit and inspect the Properties and financial records of the Credit Parties and to make extracts from such financial records and permit any authorized representative designated by the Administrative Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Credit Parties with any Responsible Officer and the Credit Parties’ independent public accountants, as applicable. The Administrative Agent agrees that it shall schedule any meeting with any such independent public accountant through the applicable Borrower, and a Responsible Officer of the applicable Borrower shall have the right to be present at any such meeting. (b) The Administrative Agent and any consultant of its consultants the Administrative Agent shall each have the right to examine (and any authorized representatives of any Lender shall have the right to accompany the Administrative Agent during any such examination), as often as they the Administrative Agent may request, the existence and condition of the Accounts, books and records of the any Borrower and its Subsidiaries and to review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. They The Administrative Agent shall also have the right to verify with any and all customers of the any Borrower and its Subsidiaries the existence and condition of the Accounts, as often as they may require, without prior notice to or consent of the Borrower or any of its Subsidiaries. Without in any way limiting the foregoing, the Agent, and any of its consultants shall have the right to (i) conduct field examinations of the Borrower and its Subsidiaries operations at the Borrower’s expense as often as they may request and (ii) to order and obtain an appraisal of the Collateral by an appraisal firm satisfactory to the Agent, and any of their consultants as often as they may request. Without in any way limiting the foregoing, the Borrower agrees to cooperate and to cause its Subsidiaries to cooperate in all respects with the Agent, and any of their consultants in connection with any and all inspections, examinations and other actions taken by them pursuant to this Section 6.4. The Borrower hereby agrees to promptly pay, upon demand by the Agent (or the applicable Lender, if appropriate), any and all fees and expenses incurred by the Agent or any Lender in connection with any inspection, examination, appraisal or review permitted by the terms of this Section 6.4; provided, however, that so long as no Default or Event of Default is continuing, the Borrower shall only be obligated to pay for (x) two field examinations during each consecutive 12-month period (limited to the prevailing rate then charged for field examinations, which is initially anticipated to be $850.00 per day per examiner, plus all out-of-pocket expenses of the relevant examiner related to such filed examinations), (y) one Collateral appraisal (other than the initial field examinations and appraisals for any Accounts, Equipment and/or Inventory acquired through an acquisition or other Investment permitted under the terms of this agreement, it being agreed that the Borrower shall be obligated to pay for each such initial field examination and/or appraisal, as applicable, conducted with respect to each such acquisition or Investment); provided further, however, that the Borrower shall only be obligated to pay or reimburse such fees and expenses of any Lender other than the Agent to the extent incurred by such Lender after the occurrence of any Default or Event of Default which has not been cured to the satisfaction of the Agent or waived in writing by the Agent and the Required Lenders.the