Common use of Inspections; Appraisals Clause in Contracts

Inspections; Appraisals. (a) Permit the Agents from time to time, subject (except when an Event of Default has occurred and is continuing) to reasonable notice and normal business hours, to visit and inspect the properties of any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by the Agents and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them. (b) Reimburse the Agents for all reasonable and documented charges, costs and expenses of the Agents in connection with (i) field examinations, verifications and evaluations of any Loan Party’s books and records or any other financial or Collateral matters as the Agents reasonably deem appropriate, up to once per fiscal year; and (ii) appraisals of Inventory up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% of the Total Borrowing Base); provided, however, that if a field examination or appraisal is initiated while an Event of Default has occurred and is continuing, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay the standard charges of such Agent’s internal appraisal group. This Section shall not be construed to limit the Agents’ right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit the Agents Agent, or any third party used for such purposes, from time to time, subject (except when a Default or an Event of Default has occurred and is continuingexists) to reasonable notice and during normal business hours, to visit and inspect the properties Properties of Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any BorrowerObligor. Borrowers acknowledge Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by the Agents Agent and Lenders for their purposes, and Borrowers no Obligor shall not be entitled to rely upon them. (b) Reimburse the Agents Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent for all reasonable and documented charges, costs and expenses of the Agents Agent in connection with (i) field examinations, verifications and evaluations examinations of any Loan PartyObligor’s books and records or any other financial or Collateral matters as the Agents reasonably deem Agent deems appropriate, up to once per fiscal two times before November 30th of each calendar year; and (ii) appraisals of Inventory up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% before November 30th of the Total Borrowing Base)each calendar year; provided, however, that if a field an examination or appraisal is initiated while during an Event of Default has occurred and is continuingDefault, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay including the standard charges of such Agent’s internal examination and appraisal group. This Section shall not be construed to limit groups, as well as the Agents’ right to conduct examinations or to obtain appraisals at charges of any time in its discretion, nor to use third parties party used for such purposes.

Inspections; Appraisals. (a) Permit the Agents Agent from time to time, subject (except when an a Default or Event of Default has occurred and is continuingexists) to reasonable notice and during normal business hours, to visit and inspect the properties Collateral of any Borrower or Subsidiaryits Domestic Subsidiaries, inspect, audit and make extracts from Holdings’, any Borrower’s or such Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants, and, after and for as long as an Event of Default continues, Borrowers authorize such independent accountants Holdings’ to discuss such financial matters with the Agent or any authorized representative thereof, such Borrower’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by the Agents Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them. (b) Reimburse the Agents Agent for all reasonable and documented charges, costs and expenses of the Agents Agent in connection with (i) field examinations, verifications and evaluations examinations of any Loan PartyBorrower’s books and records or any other financial or Collateral matters as the Agents reasonably deem appropriate, up to once per fiscal year; Agent deems appropriate and (ii) appraisals of Inventory up to once per fiscal year (orInventory, in each case with respect case, up to clauses (i) and (ii) one time per calendar year or, for any calendar year in which a Reporting Trigger Period has occurred, two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% of the Total Borrowing Base)calendar year; provided, however, that if a field an examination or appraisal is initiated while an during a Default or Event of Default has occurred and is continuingDefault, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay including the standard charges of such Agent’s internal examination and appraisal group. This Section shall not be construed to limit groups, as well as the Agents’ right to conduct examinations or to obtain appraisals at charges of any time in its discretion, nor to use third parties party used for such purposes.

Inspections; Appraisals. (a) Permit the Agents Agent from time to time, subject (except when an unless a Default or Event of Default has occurred and is continuingexists) to reasonable notice and during normal business hours, to visit and inspect the properties Properties of any Borrower Obligor or Subsidiary, inspect, audit and make extracts from Holdings’, any BorrowerObligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such BorrowerObligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations; provided that, so long as no Default or Event of Default shall have occurred and be continuing, no more than one such inspection during any twelve (12) month period shall be at Borrowers’ expense; provided, further, that if an Exam Trigger Period occurred in such period, Obligors shall reimburse Agent for all such charges, costs and expenses associated with two inspections during such period. Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents nor any Lender Secured Parties shall have any no duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any BorrowerObligor. Borrowers Obligors acknowledge that all inspections, appraisals and reports are prepared by the Agents Agent and Lenders for their purposes, and Borrowers Obligors shall not be entitled to rely upon them. (b) Reimburse the Agents Agent for all its reasonable and documented charges, costs and expenses of the Agents in connection with (i) field examinations, verifications and evaluations examinations of any Loan Party’s Obligors’ books and records or any other financial or Collateral matters as the Agents reasonably deem it deems appropriate, up to once one time per fiscal calendar year; and (ii) if Inventory is included in the Borrowing Base, appraisals of Inventory Inventory, up to once one time per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% of the Total Borrowing Base)calendar year; provided, however, that if (A) an Exam Trigger Period occurred in such period, Obligors shall reimburse Agent for all such charges, costs and expenses associated with two examinations and, if Inventory is included in the Borrowing Base, two appraisals in a field 12-month period and (B) an examination or appraisal is initiated while an during a Default or Event of Default has occurred and is continuingDefault, all such charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limitslimits on the frequency of examinations and appraisals. Subject to and without limiting the foregoing, Borrowers specifically agree to Obligors shall pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of any third party used for such Agent’s internal appraisal grouppurposes. This Section No Borrowing Base calculation shall include (1) Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business or (2) Inventory, in each case until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) reasonably satisfactory to limit the Agents’ right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposesAgent.

Inspections; Appraisals. (a) Permit the Agents Agent, or any third party used for such purposes, from time to time, subject (except when a Default or an Event of Default has occurred and is continuingexists) to reasonable notice and during normal business hours, to visit and inspect the properties Properties of Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any BorrowerObligor. Borrowers acknowledge Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by the Agents Agent and Lenders for their purposes, and Borrowers no Obligor shall not be entitled to rely upon them. (b) Reimburse the Agents Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent for all reasonable and documented charges, costs and expenses of the Agents Agent in connection with (i) field examinations, verifications and evaluations examinations of any Loan PartyObligor’s books and records or any other financial or Collateral matters as the Agents reasonably deem Agent deems appropriate, up to once two times per fiscal Loan Yearbefore November 30th of each calendar year; and (ii) appraisals of Inventory up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% Loan Yearbefore November 30th of the Total Borrowing Base)each calendar year; provided, however, that if a field an examination or appraisal is initiated while during an Event of Default has occurred and is continuingDefault, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay including the standard charges of such Agent’s internal examination and appraisal group. This Section shall not be construed to limit groups, as well as the Agents’ right to conduct examinations or to obtain appraisals at charges of any time in its discretion, nor to use third parties party used for such purposes.

Inspections; Appraisals. (a) Permit the Agents Agent, or any third party used for such purposes, from time to time, subject (except when a Default or an Event of Default has occurred and is continuingexists) to reasonable notice and during normal business hours, to visit and inspect the properties Properties of Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower▇▇▇▇▇▇▇▇’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any BorrowerObligor. Borrowers acknowledge Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by the Agents Agent and Lenders for their purposes, and Borrowers no Obligor shall not be entitled to rely upon them. (b) Reimburse the Agents Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent for all reasonable and documented charges, costs and expenses of the Agents Agent in connection with (i) field examinations, verifications and evaluations examinations of any Loan Party’s Obligor's books and records or any other financial or Collateral matters as the Agents reasonably deem Agent deems appropriate, up to once per fiscal two times before November 30th of each calendar year; and (ii) appraisals of Inventory up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% before November 30th of the Total Borrowing Base)each calendar year; provided, however, that if a field an examination or appraisal is initiated while during an Event of Default has occurred and is continuingDefault, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay including the standard charges of such Agent’s internal examination and appraisal group. This Section shall not be construed to limit groups, as well as the Agents’ right to conduct examinations or to obtain appraisals at charges of any time in its discretion, nor to use third parties party used for such purposes.

Inspections; Appraisals. (a) Permit the Agents Agent from time to timetime during normal business hours, subject (except when an unless a Default or Event of Default has occurred and is continuingexists) to reasonable notice and normal business hoursprior notice, at the expense of the Secured Parties except as provided in Section 10.1.1(b), to visit and inspect the properties Properties of any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower▇▇▇▇▇▇▇▇’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents nor any Lender Secured Parties shall have any no duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any BorrowerObligor. Borrowers acknowledge that all inspections, appraisals and reports are prepared by the Agents Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them. (b) Reimburse the Agents Agent for all reasonable and documented its charges, costs and expenses of the Agents in connection with (i) field examinations, verifications and evaluations examinations of any Loan Party’s Obligors’ books and records or any other financial or Collateral matters as the Agents reasonably deem it deems appropriate, once per any 12 month period (or up to once per fiscal yeartwo times during any 12 month period if at any time during such 12 month period, a Due Diligence Trigger Period has occurred); and (ii) appraisals of Inventory Inventory, once per any 12 month period (or up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year during any 12 month period if the second audit and/or appraisal occurs at any time during such 12 month period a period when Excess Availability is less than 20% of the Total Borrowing BaseDue Diligence Trigger Period has occurred); provided, however, that if a field an examination or appraisal is initiated while an during a Default or Event of Default has occurred and is continuingDefault, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to shall pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any the forgoing examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard out of pocket charges of any third party used for such Agent’s internal appraisal grouppurposes. This Section No 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 construed included in the limits provided above) satisfactory to limit the Agents’ right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposesAgent.

Inspections; Appraisals. (a) Permit the Agents Agent, or any third party used for such purposes, from time to time, subject (except when a Default or an Event of Default has occurred and is continuingexists) to reasonable notice and during normal business hours, to visit and inspect the properties Properties of Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower▇▇▇▇▇▇▇▇’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any BorrowerObligor. Borrowers acknowledge Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by the Agents Agent and Lenders for their purposes, and Borrowers no Obligor shall not be entitled to rely upon them. (b) Reimburse the Agents Agent for all reasonable and documented charges, costs and expenses of the Agents Agent in connection with (i) field examinations, verifications and evaluations examinations of any Loan PartyObligor’s books and records or any other financial or Collateral matters as the Agents reasonably deem Agent deems appropriate, up to once per fiscal one time each calendar year; and (ii) appraisals of Inventory up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% of the Total Borrowing Base)each calendar year; provided, however, that if a field an examination or appraisal is initiated while an Event of Default has occurred and is continuingduring any Collateral Trigger Period, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsfor one additional examination of books and records and one additional appraisal of inventory. Subject to For the avoidance of doubt, upon the occurrence and without limiting during the foregoingcontinuance of an Event of Default, the Agent may conduct additional field examination and appraisals as deemed necessary and the Agent shall be reimbursed for the same. Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay including the standard charges of such Agent’s internal examination and appraisal group. This Section shall not be construed to limit groups, as well as the Agents’ right to conduct examinations or to obtain appraisals at charges of any time in its discretion, nor to use third parties party used for such purposes. For the avoidance of doubt, such examination and appraisal shall exclude information subject to confidentiality obligations or attorney-client privilege.