Common use of Maintenance of Property, Inspection Clause in Contracts

Maintenance of Property, Inspection. (a) Holdings and the Borrower shall, and shall cause the Restricted Subsidiaries to, maintain all of its material property necessary and useful in the conduct of its business, taken as a whole, in good operating condition and repair (or, in the case of Inventory, in saleable, useable or rentable condition), ordinary wear and tear and Casualty Events excepted, except, in each case, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Holdings and the Borrower shall, and shall cause the Restricted Subsidiaries to, permit representatives and independent contractors of the Agent (with the consent or at the direction of the Required Lenders) and/or the Collateral Agent (with the consent or at the direction of the Required Lenders) (and, in each case, at the expense of the Borrower) to visit and inspect any of Holdings’, the Borrower’s or any Restricted Subsidiaries’ properties (to the extent it is within such Person’s control to permit such inspection), to examine Holdings’ and its Restricted Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral (to the extent it is within such Person’s control to permit such examination and audit and subject to the limitations otherwise set forth in this Section 8.4), and to discuss Holdings’ and its Restricted Subsidiaries’ affairs, finances and accounts with their respective directors, officers and independent public accountants, at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent public accountants, to such accountants’ customary policies and procedures); provided, however, excluding any such visits and inspections during the continuation of an Event of Default and without in any way limiting the rights of the Agent and/or the Collateral Agent set forth herein, neither the Agent nor the Collateral Agent shall exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an Event of Default exists, the Agent and the Collateral Agent (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Agent and the Collateral Agent shall give the Borrower the opportunity to participate in any discussions with Holdings’ or any of its Restricted Subsidiaries’ independent public accountants. Notwithstanding anything to the contrary in Article VI or any other provisions set forth herein, none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent, the Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement with a non-affiliate, or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintenance of Property, Inspection. (a) Holdings and the Borrower shall, and shall cause the Restricted each of its Subsidiaries to, maintain all of its material property necessary and useful in the conduct of its business, taken as a whole, in good operating condition and repair (or, in the case of Rental Equipment and Inventory, in saleable, useable or rentable condition), ordinary wear and tear and Casualty Events excepted, except, in each case, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effectcasualty events accepted. (b) Holdings and the Borrower shall, and shall cause the Restricted each of its Subsidiaries to, permit representatives and independent contractors of the Agent (with the consent or at the direction of the Required Lenders) and/or the Collateral Agent (with the consent or at the direction of the Required Lenders) (and, in each case, at the expense of the BorrowerBorrowers) to visit and inspect any of Holdings’such Borrower’s, the Borrowersuch Guarantor’s or any Restricted of their Subsidiaries’ properties (to the extent it is within such Person’s control to permit such inspection)properties, to examine Holdings’ such Borrower’s, such Guarantor’s and its Restricted such Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral (to the extent it is within such Person’s control to permit such examination and audit and subject to the limitations otherwise set forth in this Section 8.4)Collateral, and to discuss Holdings’ such Borrower’s, such Guarantor’s and its Restricted such Subsidiaries’ affairs, finances and accounts with their respective directors, officers and independent public accountants, at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent public accountants, to such accountantsBorrowers’ customary policies and procedures)Agent; provided, however, excluding any such visits and inspections during the continuation of an (i) if no Event of Default exists, the Obligors shall not be responsible for the expense of such inspections and without in audits more than two (2) times (or, if any way limiting the rights such inspection and audit is conducted when Combined Availability is less than or equal to 15% of the Agent and/or the Collateral Agent set forth hereinMaximum Revolver Amount, neither the Agent nor the Collateral Agent shall exercise such rights more often than once three (3) times) during any period of twelve consecutive calendar year absent months commencing on or after the existence of an Event of Default at the Borrower’s expense; Agreement Date, and provided, further, that (ii) when an Event of Default exists, the Agent and the Collateral Agent (or any of their respective representatives or independent contractors) Lender may do any of the foregoing at the expense of the Borrower Obligors at any time during normal business hours and upon with reasonable advance notice. Each Obligor shall, and shall cause each of its Subsidiaries to, deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for such Borrower, Guarantor or Subsidiary. (c) The Obligors shall cooperate with the Agent and its representatives and independent contractors (such cooperation to include the Borrowers making the books and records, Collateral and personnel of the Obligors and their Subsidiaries available to the Agent and its representatives and independent contractors) in order to enable the Agent to obtain an Appraisal of the Rental Equipment at such times as the Agent may require in its discretion. The Agent shall select any and all appraisers in its sole discretion (but unless an Event of Default exists, the Agent shall use reasonable efforts to consult with (but without the necessity of the consent of) the Borrowers’ Agent). Absent the occurrence of an Event of Default, during each period of twelve consecutive calendar months commencing on or after the Agreement Date, the Agent shall, at the Borrowers’ expense, conduct Appraisals of the Rental Equipment not more than two (2) times during any such period. Additionally, (x) at any time when Combined Availability is less than or equal to 15% of the Maximum Revolver Amount, the Agent may, at the Borrowers’ expense, conduct an additional Appraisal of the Rental Equipment at such time, and (y) at any time an Event of Default has occurred and is continuing, the Agent shall have the right to conduct further Appraisals of the Collateral Agent shall give in its reasonable discretion at the Borrower Borrowers’ expense. Furthermore, at the opportunity to participate in any discussions with HoldingsBorrowers’ or any of its Restricted Subsidiaries’ independent public accountants. Notwithstanding anything to the contrary in Article VI or any other provisions set forth herein, none of HoldingsAgent’s request, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect Agent may conduct further Appraisals of which disclosure to the Agent, the Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement with a non-affiliate, or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work productin its reasonable discretion at the Borrowers’ expense.

Maintenance of Property, Inspection. (a) Holdings and the Borrower shall, and shall cause the Restricted their respective Subsidiaries to, maintain maintain, preserve and protect all of its material and their respective property, including, without limitation, the Real Estate, in compliance with all Requirements of Law of any Governmental Authority having jurisdiction over such property necessary and useful in the conduct of its business, taken as a whole, in good operating condition and repair (or, in the case of Inventory, in saleable, useable or rentable condition), ordinary wear and tear and Casualty Events excepted, and make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice, except, in each case, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Holdings and the Borrower shall, and shall cause the Restricted their Subsidiaries to, permit representatives and independent contractors of the Agent (with the consent or at the direction of the Required Lenders) and/or the Collateral Agent (with the consent or at the direction of the Required Lenders) (and, in each case, at the expense of the Borrower) to visit and inspect any of Holdings’, the Borrower’s or any Restricted of their Subsidiaries’ properties (to the extent it is within such Person’s control to permit such inspection), to examine Holdings’ and its Restricted Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral (to the extent it is within such Person’s control to permit such examination and audit and subject to the limitations otherwise set forth in this Section 8.4), and to discuss Holdings’ and its Restricted Subsidiaries’ affairs, finances and accounts with their respective directors, officers and independent public accountants, at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent public accountants, to such accountants’ customary policies and procedures); provided, however, excluding any such visits and inspections during the continuation of an Event of Default and without in any way limiting the rights of the Agent and/or the Collateral Agent set forth herein, neither the Agent nor the Collateral Agent shall exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an Event of Default exists, the Agent and the Collateral Agent (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Agent and the Collateral Agent shall give the Borrower the opportunity to participate in any discussions with Holdings’ or any of its Restricted Subsidiaries’ independent public accountants. Notwithstanding anything to the contrary in Article VI (but subject to the immediately following sentence) or any other provisions set forth herein, none of Holdings, the Borrower or any Restricted Subsidiary of Holdings will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which where disclosure to the Agent, the Collateral Agent or any Lender (or their respective representatives or contractors) of such documents, information or other matter is prohibited by applicable Law or any binding agreement with a non-affiliate, or (iiiii) that is subject to attorney-client or similar privilege or constitutes attorney work productproduct provided that, (A) none of Holdings, the Borrower or any Subsidiary of Holdings shall assert attorney client privilege or that any document, information or other matter is or constitutes attorney work product with respect to any document or information in which the applicable Obligor has not received bona fide legal advice in writing expressly stating the same is subject thereto, and if it so asserts based upon such advice, shall do so only in good faith (and not, for example, in an attempt to shield the same from disclosure or inspection, or to circumvent its obligations hereunder), and (B) to the extent Holdings, the Borrower or any Subsidiary of Holdings does not provide information in reliance on clause (ii), (1) the Borrower shall provide written notice promptly, and in any event within five (5) Business Days, to the Agent and the Collateral Agent that such information is being withheld and a reasonably detailed explanation therefor, and (2) Holdings, the Borrower or any Subsidiary of Holdings shall use commercially reasonable efforts to provide the applicable document, information or other matter without violating such privilege, and shall provide any document, information or other matter that is (x) not expressly within the scope of such privilege as advised by counsel in accordance with clause (A) or (y) not within the scope of clause (i) of this sentence. Nothing in clauses (A) or (B) of the proviso in the immediately preceding sentence shall prevent Holdings, Borrower or any Subsidiary of Holdings from asserting attorney client privilege regarding (i) any verbal or written correspondence between Holdings, Borrower or any Subsidiary of Holdings and any of its attorneys or (ii) any memoranda prepared by any of Holdings’, Borrower’s or any Subsidiary of Holdings’ attorneys, whether or not the such correspondence or memoranda states that such correspondence or memoranda are subject to attorney client privilege.

Maintenance of Property, Inspection. (a) Holdings and the Borrower shall, and shall cause the Restricted Subsidiaries to, maintain all of its material property necessary and useful in the conduct of its business, taken as a whole, in good operating condition and repair (or, in the case of Inventory, in saleable, useable or rentable condition), ordinary wear and tear and Casualty Events excepted, except, in each case, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) (b) Holdings and the Borrower shall, and shall cause the Restricted Subsidiaries to, permit representatives and independent contractors of the Agent (with the consent or at the direction of the Required Lenders) and/or the Collateral Agent (with the consent or at the direction of the Required Lenders) (and, in each case, at the expense of the Borrower) to visit and inspect any of Holdings’, the Borrower’s or any Restricted Subsidiaries’ properties (to the extent it is within such Person’s control to permit such inspection), to examine Holdings’ and its Restricted Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral (to the extent it is within such Person’s control to permit such examination and audit and subject to the limitations otherwise set forth in this Section 8.4), and to discuss Holdings’ and its Restricted Subsidiaries’ affairs, finances and accounts with their respective directors, officers and independent public accountants, at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent public accountants, to such accountants’ customary policies and procedures); provided, however, excluding any such visits and inspections during the continuation of an Event of Default and without in any way limiting the rights of the Agent and/or the Collateral Agent set forth herein, neither the Agent nor the Collateral Agent shall exercise such rights more often than once during any calendar year absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an Event of Default exists, the Agent and the Collateral Agent (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Agent and the Collateral Agent shall give the Borrower the opportunity to participate in any discussions with Holdings’ or any of its Restricted Subsidiaries’ independent public accountants. Notwithstanding anything to the contrary in Article VI or any other provisions set forth hereinVI, none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent, the Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement with a non-affiliate, or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Maintenance of Property, Inspection. (a) Holdings and the Borrower shall, and shall cause the Restricted each of its Subsidiaries to, maintain all of its material property necessary and useful in the conduct of its business, taken as a whole, in good operating condition and repair (or, in the case of Rental Equipment and Inventory, in saleable, useable or rentable condition), ordinary wear and tear and Casualty Events casualty events excepted, except, in each case, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Holdings and the Borrower shall, and shall cause the Restricted each of its Subsidiaries to, permit representatives and independent contractors of the Agent (with the consent or at the direction of the Required Lenders) and/or the Collateral Agent (with the consent or at the direction of the Required Lenders) (and, in each case, at the expense of the BorrowerBorrowers) to visit and inspect any of Holdings’such Borrower’s, the Borrowersuch Guarantor’s or any Restricted of their Subsidiaries’ properties (to the extent it is within such Person’s control to permit such inspection)properties, to examine Holdings’ such Borrower’s, such Guarantor’s and its Restricted such Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral (to the extent it is within such Person’s control to permit such examination and audit and subject to the limitations otherwise set forth in this Section 8.4)Collateral, and to discuss Holdings’ such Borrower’s, such Guarantor’s and its Restricted such Subsidiaries’ affairs, finances and accounts with their respective directors, officers and independent public accountants, at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower (and subject, in the case of any such meetings or advice from such independent public accountants, to such accountantsBorrowers’ customary policies and procedures)Agent; provided, however, excluding any such visits and inspections during the continuation of an (i) if no Event of Default exists, the Obligors shall not be responsible for the expense of such inspections and without in audits more than one (1) time (or, if any way limiting the rights such inspection and audit is conducted when Combined Availability is (x) less than or equal to 30% of the Agent and/or Maximum Revolver Amount, two (2) times or (y) less than or equal to 15% of the Collateral Agent set forth hereinMaximum Revolver Amount, neither the Agent nor the Collateral Agent shall exercise such rights more often than once three (3) times) during any period of twelve consecutive calendar year absent months commencing on or after the existence of an Event of Default at the Borrower’s expense; Agreement Date, and provided, further, that (ii) when an Event of Default exists, the Agent and the Collateral Agent (or any of their respective representatives or independent contractors) Lender may do any of the foregoing at the expense of the Borrower Obligors at any time during normal business hours and upon with reasonable advance notice. Each Obligor shall, and shall cause each of its Subsidiaries to, deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for such Borrower, Guarantor or Subsidiary. (c) The Obligors shall cooperate with the Agent and its representatives and independent contractors (such cooperation to include the Borrowers making the books and records, Collateral and personnel of the Obligors and their Subsidiaries available to the Agent and its representatives and independent contractors) in order to enable the Agent to obtain an Appraisal of the Rental Equipment at reasonable times during normal business hours as often as may reasonably be desired (it being acknowledged that each such Appraisal shall be at the Borrowers’ expense solely to the extent provided below and shall otherwise be at Agent’s expense), and upon reasonable prior notice that the Agent may request in its discretion, independently of or in connection with the visits and inspections provided for in clause (b) above. The Agent shall select any and all appraisers in its sole discretion (but unless an Event of Default exists, the Agent shall use reasonable efforts to consult with (but without the necessity of the consent of) the Borrowers’ Agent). Absent the occurrence of an Event of Default, during each period of twelve consecutive calendar months commencing on or after the Agreement Date, the Agent shall, at the Borrowers’ expense, conduct Appraisals of the Rental Equipment not more than one (1) time (or, if any such Appraisal is conducted when Combined Availability is (x) less than or equal to 30% of the Maximum Revolver Amount, two (2) times or (y) less than or equal to 15% of the Maximum Revolver Amount, three (3) times) during any such period. Additionally, at any time an Event of Default has occurred and is continuing, the Agent shall have the right to conduct further Appraisals of the Collateral Agent shall give in its reasonable discretion at the Borrower Borrowers’ expense. Furthermore, at the opportunity to participate in any discussions with HoldingsBorrowers’ or any of its Restricted Subsidiaries’ independent public accountants. Notwithstanding anything to the contrary in Article VI or any other provisions set forth herein, none of HoldingsAgent’s request, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect Agent may conduct further Appraisals of which disclosure to the Agent, the Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement with a non-affiliate, or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work productin its reasonable discretion at the Borrowers’ expense.