Common use of Inspection and Verification Clause in Contracts

Inspection and Verification. The Administrative Agent and such Persons as the Administrative Agent may reasonably designate shall have the right (provided that such right will not be exercised in a manner that could reasonably be expected to impair, harm or invalidate any trade secrets or similar items of Intellectual Property), upon reasonable prior notice, at the Grantors' own cost and expense, to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantors' affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.13 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including if a Default shall have occurred and shall be continuing, in the case of Accounts or Collateral in the possession of any third Person, by contacting Account Debtors or the third Person possessing such Collateral for the purpose of making such a verification. The Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party (it being understood that any such information shall be deemed to be "Information" subject to the provisions of Section 9.12 of the Credit Agreement and that each Secured Party shall be bound by the confidentiality obligations of Section 9.12 of the Credit Agreement). Notwithstanding the foregoing, unless a Default shall have occurred and shall be continuing, the Grantors will not have any obligation to permit any visit or inspection in any fiscal year of the Parent Borrower by the Administrative Agent or Persons designated by the Administrative Agent if two visits or inspections in such fiscal year have been previously conducted by the Administrative Agent or Persons designated by the Administrative Agent.

Inspection and Verification. The Administrative Collateral Agent and such Persons as the Administrative Collateral Agent may reasonably designate shall have the right (provided that such right will not be exercised in a manner that could reasonably be expected to impair, harm or invalidate any trade secrets or similar items of Intellectual Property), upon reasonable prior noticeright, at the Grantors' ’ own cost and expense, to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantors' ’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.13 of the Credit Agreement, procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including if a Default shall have occurred and shall be continuingincluding, in the case of Accounts or Collateral in the possession of any third Personparty, by contacting Account Debtors or the third Person person possessing such Collateral for the purpose of making such a verification. The Administrative Collateral Agent shall have agrees to maintain the absolute right to share any information confidentiality of the Information (as defined below) obtained by it gains from such inspection or verification verification, except that such Information may be disclosed (a) to its and its Affiliates’ investment advisors, directors, officers, employees and agents, including accountants, legal counsel and other advisors (the “Representatives”), (b) to the extent requested or demanded by any governmental authority or any self-regulatory organization (including the National Association of Insurance Commissioners or other similar organization), (c) to the extent required by applicable laws or regulations or by any subpoena, order or similar legal process; provided, to the extent reasonably practicable and not prohibited by applicable laws or regulations or by any judicial or administrative order, such Person will provide the Issuer with prior notice of such disclosure, (d) to any Secured Party other party to this Agreement, (it being understood that e) in connection with the exercise of any such information shall be deemed remedies hereunder or any suit, action or proceeding relating to be "Information" this Agreement or any other Indenture Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the provisions same as those of Section 9.12 this Section, to any assignee of, or any prospective assignee of, any of its rights or obligations under this Agreement, (g) with the consent of the Credit Agreement and that each Secured Party shall be bound by Issuer or (h) to the confidentiality obligations extent such Information (x) becomes publicly available other than as a result of a breach of this Section 9.12 of the Credit Agreement). Notwithstanding the foregoing, unless a Default shall have occurred and shall be continuing, the Grantors will not have any obligation to permit any visit or inspection in any fiscal year of the Parent Borrower by the Administrative Agent or Persons designated by the Administrative Agent if two visits or inspections in such fiscal year have been previously conducted by the Administrative Agent or Persons designated by the Administrative Agent.or

Inspection and Verification. The Administrative Collateral Agent and such Persons as the Administrative Collateral Agent may reasonably designate shall have the right (provided that such right will not be exercised right, in a manner that could reasonably be expected to impairconnection with the Loan or the Secured Parties' security interest in the Collateral, harm or invalidate any trade secrets or similar items of Intellectual Property), during the Company's usual business hours upon reasonable prior noticenotice and as often as may be reasonably requested, at subject to any confidentiality agreements existing between the Grantors' own cost Company and expensethird parties, (i) to inspect the Collateral, all books and records related thereto (and to make extracts and copies from such records) , subject to reasonable objection by the Company and the terms of Section 8.11 of the Loan Agreement), and the premises upon which any of the Collateral is located, (ii) to discuss the Grantors' Company's affairs with the executive officers of the Grantors Company and, upon notice to the executive officers, such other officers as the Collateral Agent may reasonably request, and their its independent accountants accountants, and (iii) to verify under reasonable procedures, in accordance with Section 5.13 of the Credit Agreement, procedures the validity, amount, quality, quantity, value, value and condition and status of, of or any other matter relating toto the Collateral (including, the Collateralwithout limitation, including if a Default shall have occurred and shall be continuing, in the case of Accounts or Collateral in the possession of any a third Person, by Person and contacting Account Debtors debtors or the a third Person possessing such Collateral for the purpose of making such a verification); provided, that reimbursement of expenses incurred by or on behalf of the Collateral Agent in connection therewith shall be governed by Section 8.3 of the Loan Agreement; provided, further, that so long as a Default or an Event of Default has not occurred and is not continuing, the Collateral Agent may contact the creditors, customers and clients of the Company and its Subsidiaries only with the prior consent of the Company (which consent will not be unreasonably withheld). The Administrative Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any other Secured Party (it being understood that any such information shall be deemed to be "Information" Party, subject to the provisions terms of Section 9.12 8.11 of the Credit Agreement and that each Secured Party shall be bound by the confidentiality obligations of Section 9.12 of the Credit Loan Agreement). Notwithstanding the foregoing, unless a Default shall have occurred and shall be continuing, the Grantors will not have any obligation to permit any visit or inspection in any fiscal year of the Parent Borrower by the Administrative Agent or Persons designated by the Administrative Agent if two visits or inspections in such fiscal year have been previously conducted by the Administrative Agent or Persons designated by the Administrative Agent.

Inspection and Verification. The Administrative Collateral Agent and such Persons as the Administrative Collateral Agent may reasonably designate shall have the right (provided that such right will not be exercised in a manner that could reasonably be expected to impair, harm or invalidate any trade secrets or similar items of Intellectual Property), upon reasonable prior noticeright, at the Grantors' ’ own cost and expense, to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantors' ’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.13 of the Credit Agreement, procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including if a Default shall have occurred and shall be continuingincluding, in the case of Accounts or Collateral in the possession of any third Personparty, by contacting Account Debtors or the third Person person possessing such Collateral for the purpose of making such a verification. The Administrative Collateral Agent shall have agrees to maintain the absolute right to share any information confidentiality of the Information (as defined below) obtained by it gains from such inspection or verification verification, except that such Information may be disclosed (a) to its and its Affiliates’ investment advisors, directors, officers, employees and agents, including accountants, legal counsel and other advisors (the “Representatives”), (b) to the extent requested or demanded by any governmental authority or any self-regulatory organization (including the National Association of Insurance Commissioners or other similar organization), (c) to the extent required by applicable laws or regulations or by any subpoena, order or similar legal process; provided, to the extent reasonably practicable and not prohibited by applicable laws and regulations or by any judicial or administrative order, such Person shall provide the Issuer with prior notice of such disclosure, (d) to any Secured Party other party to this Agreement, (it being understood that e) in connection with the exercise of any such information shall be deemed remedies hereunder or any suit, action or proceeding relating to be "Information" this Agreement or any other Indenture Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the provisions same as those of Section 9.12 this Section, to any assignee of, or any prospective assignee of, any of its rights or obligations under this Agreement, (g) with the consent of the Credit Agreement and that each Secured Party shall be bound by Issuer or (h) to the confidentiality obligations of Section 9.12 of the Credit Agreement). Notwithstanding the foregoing, unless a Default shall have occurred and shall be continuing, the Grantors will not have any obligation to permit any visit or inspection in any fiscal year of the Parent Borrower by the Administrative Agent or Persons designated by the Administrative Agent if two visits or inspections in extent such fiscal year have been previously conducted by the Administrative Agent or Persons designated by the Administrative Agent.Information

Inspection and Verification. The Administrative Collateral Agent and such Persons persons as the Administrative Collateral Agent may reasonably designate shall have the right (provided that such right will not be exercised in a manner that could reasonably be expected to impair, harm or invalidate any trade secrets or similar items of Intellectual Property), upon reasonable prior noticeright, at the Grantors' own cost and expense, to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is locatedlocated (including Dealer locations), to discuss the Grantors' affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.13 5.11 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including if a Default shall have occurred and shall be continuingincluding, in the case of Accounts or Collateral in the possession of any third Personperson (including Dealers), by contacting Account Debtors or the third Person person possessing such Collateral for the purpose of making such a verification, provided that (a) so long as no Default or Event of Default shall have occurred and be continuing, there shall be no more than one such inspection and verification by any of the Collateral Agent or such other persons in any fiscal quarter of the Borrower, (b) the business of the Borrower and the Subsidiaries shall not be unreasonably disrupted by any such inspection and verification and (c) the Collateral Agent shall use reasonable efforts to coordinate any such inspection and verification with evaluations and appraisals of the Borrowing Base conducted pursuant to Section 5.11(a) of the Credit Agreement. The Administrative Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party (it being understood that any such information shall be deemed to be "Information" subject to the provisions of Section 9.12 of the Credit Agreement and that each Secured Party shall be bound by the confidentiality obligations of Section 9.12 9.16 of the Credit Agreement). Notwithstanding the foregoing, unless a Default shall have occurred and shall be continuing, the Grantors will not have any obligation to permit any visit or inspection in any fiscal year of the Parent Borrower by the Administrative Agent or Persons designated by the Administrative Agent if two visits or inspections in such fiscal year have been previously conducted by the Administrative Agent or Persons designated by the Administrative Agent.

Inspection and Verification. The Administrative Collateral Agent and such Persons as the Administrative Collateral Agent may reasonably designate shall have the right (provided that such right will not be exercised in a manner that could reasonably be expected to impair, harm or invalidate any trade secrets or similar items of Intellectual Property), upon reasonable prior noticeright, at the Grantors' own cost and expense, to (a) inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantors' affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.13 of the Credit Agreement, procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including if a Default shall have occurred and shall be continuing(b) following the occurrence of an Event of Default, in the case of Accounts or Collateral in the possession of any third Person, by contacting contact Account Debtors or the any third Person possessing such Collateral for the purpose of making such a verification. The Administrative Collateral Agent shall have maintain the absolute right to share confidentiality of any information it gains from such inspection or verification with any except that information may be disclosed (a) to the Secured Party Parties, their Affiliates, and their directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information (it being understood that any the Person to whom such disclosure is made will be informed of the confidential nature of such information shall be deemed and instructed to keep such information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in, or any prospective assignee of or participant in, any of the Obligations, (f) with the prior written consent of the Borrower or (g) to the extent such information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Collateral Agent or any Secured Party on a nonconfidential basis from a source not known by the Collateral Agent or Secured Party to be "Information" subject to the provisions under an obligation of Section 9.12 of the Credit Agreement and that each Secured Party shall be bound by the confidentiality obligations of Section 9.12 of the Credit Agreement). Notwithstanding the foregoing, unless a Default shall have occurred and shall be continuing, the Grantors will not have any obligation to permit any visit or inspection in any fiscal year of the Parent Borrower by the Administrative Agent or Persons designated by the Administrative Agent if two visits or inspections in such fiscal year have been previously conducted by the Administrative Agent or Persons designated by the Administrative Agentwith respect thereto.

Inspection and Verification. The Administrative Collateral Agent and such Persons as the Administrative Collateral Agent may reasonably designate shall have the right (provided that such right will not be exercised in a manner that could reasonably be expected to impairright, harm or invalidate any trade secrets or similar items of Intellectual Property), upon reasonable prior noticewhenever the Collateral Agent deems necessary, at the Grantors' Grantor's own cost and expense, to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, where such premises is within the control of the Grantor or any affiliate of the Grantor, to discuss the Grantors' Grantor's affairs with the officers of the Grantors Grantor and their its independent accountants and to verify under reasonable procedures, in accordance with Section 5.13 of the Credit Agreement, procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including if a Default shall have occurred and shall be continuingincluding, in the case of Accounts or Collateral in the possession of any third Personperson, by contacting Account Debtors or the third Person party possessing such Collateral (after two days' notice to the Grantor) for the purpose of making such a verification. Where the premises upon which any of the Collateral is located are not within the control of the Grantor, Grantor shall reasonably request such Person(s) controlling such premises to allow the Collateral Agent and its designees to inspect such premises for the purposes, and subject to the limitations, of the foregoing sentence. Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing at the time of such inspection, in no event shall the Grantor be liable for the cost and expense associated with more than one such inspection per year. The Administrative Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party (it being understood that any such information shall be deemed to be "Information" subject to the provisions of Section 9.12 of the Credit Agreement and that each Secured Party shall be bound by the confidentiality obligations of Section 9.12 of the Credit Agreement). Notwithstanding the foregoing, unless a Default shall have occurred and shall be continuing, the Grantors will not have any obligation to permit any visit or inspection in any fiscal year of the Parent Borrower by the Administrative Agent or Persons designated by the Administrative Agent if two visits or inspections in such fiscal year have been previously conducted by the Administrative Agent or Persons designated by the Administrative AgentParty.