Common use of Inspections and Appraisals Clause in Contracts

Inspections and Appraisals. It shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to visit and inspect any of the properties, corporate books and financial records of the Obligors, to examine and make copies of the books of accounts and other financial records of the Obligors, and to discuss the affairs, finances and accounts of the Obligors with, and to be advised as to the same by, their officers, employees and independent chartered accountants (and by this provision the Obligors authorize such accountants to discuss with the Agent the finances and affairs of each Obligor) at all reasonable times and reasonable intervals as the Agent may designate in the absence of any Default or Event of Default, and otherwise, at all times and intervals as the Agent may designate. The Obligors shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct a field examination of the Obligors' properties three times per Fiscal Year in the absence of any Default or Event of Default or, at such other times as is designated by the Agent if a Default or Event of Default has occurred and is occurring, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Obligors shall be required to permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct no more than two field examinations of the Obligor's properties in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide to the Agent and the Lenders) updated appraisals of the Obligors' Inventory, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent if a Default or an Event of Default has occurred and is continuing, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisals of the Obligors' Inventory in such Fiscal Year. Each such appraisal report shall be prepared by an appraiser acceptable to the Agent, and be in such format and contain such detail as the Agent may request. Subject to Sections 4.18 and 4.19, the costs and expenses incurred in conducting any such field examinations or in obtaining any such appraisal shall in each case be borne by the Borrowers (whether obtained by the Agent or by the Borrowers). The Borrower shall, at the Agent's request, provide, at the Borrower's expense, updated environmental questionnaires or checklists concerning activities and conditions affecting the real property owned, leased or operated by the Obligors and/or environmental reports prepared for the Borrower (and specifically authorizing the Agent and the Lenders to rely thereon) by an environmental consultant or an environmental engineering firm acceptable to the Lenders concerning any real property owned, leased or operated by the Obligors, but only if (i) the environmental questionnaires or checklists provided by the Borrower, or (ii) any notification or report from a Governmental Authority to an Obligor, or (iii) information otherwise becomes available to the Agent or the Lenders which, indicates that there is a material environmental problem with any such real property or any neighboring real property which could have an effect on such real property.

Inspections and Appraisals. It shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to visit and inspect any of the properties, corporate books and financial records of the Obligors, to examine and make copies of the books of accounts and other financial records of the Obligors, and to discuss the affairs, finances and accounts of the Obligors with, and to be advised as to the same by, their officers, employees and independent chartered accountants (and by this provision the Obligors authorize such accountants to discuss with the Agent the finances and affairs of each Obligor) at all reasonable times and reasonable intervals as the Agent may designate in the absence of any Default or Event of Default, and otherwise, at all times and intervals as the Agent may designate. The Obligors shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct a field examination of the Obligors' properties three times per Fiscal Year in the absence of any Default or Event of Default or, at such other times as is designated by the Agent if a Default or Event of Default has occurred and is occurring, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability in respect of Facility A and Facility B exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility BUS$15,000,000, the Obligors shall be required to permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct no more than two one field examinations examination of the Obligor's properties in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide to the Agent and the Lenders) updated appraisals of the Obligors' Inventory, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent if a Default or an Event of Default has occurred and is continuing, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability in respect of Facility A and Facility B exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility BUS$15,000,000, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisals appraisal of the Obligors' Inventory in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide to the Agent and the Lenders) updated appraisals of the Obligors’ Equipment, the Canadian Real Property and the US Real Property, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent if a Default or an Event of Default has occurred and is continuing, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability in respect of Facility A and Facility B exceeds, and has exceeded at all times during the applicable Fiscal Year, US$15,000,000, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisal of the Obligors’ Equipment, the Canadian Real Property and the US Real Property, or any portion thereof, in such Fiscal Year. Each such appraisal report shall be prepared by an appraiser acceptable to the Agent, and be in such format and contain such detail as the Agent may request. Subject to Sections 4.18 4.17 and 4.194.18, the costs and expenses incurred in conducting any such field examinations or in obtaining any such appraisal shall in each case be borne by the Borrowers (whether obtained by the Agent or by the Borrowers). The Borrower shall, at the Agent's request, provide, at the Borrower's expense, updated environmental questionnaires or checklists concerning activities and conditions affecting the real property owned, leased or operated by the Obligors and/or environmental reports prepared for the Borrower (and specifically authorizing the Agent and the Lenders to rely thereon) by an environmental consultant or an environmental engineering firm acceptable to the Lenders concerning any real property owned, leased or operated by the Obligors, but only if (i) the environmental questionnaires or checklists provided by the Borrower, or (ii) any notification or report from a Governmental Authority to an Obligor, or (iii) information otherwise becomes available to the Agent or the Lenders which, indicates that there is a material environmental problem with any such real property or any neighboring real property which could have an effect on such real property.

Inspections and Appraisals. It shall permit (The Administrative Agent may examine, audit, check, inspect, and arrange for all access required make abstracts and copies of each Loan Party’s books and records related to permit) the Collateral. The Administrative Agent and its duly authorized representatives and agents to visit and inspect may enter upon any of each Loan Party’s premises and any premises where any Collateral is located to examine, audit, inspect, or appraise the propertiesCollateral or to perform any field examination, corporate books and financial records of the Obligorscollateral evaluation, to examine and make copies of the books of accounts and collateral analysis, or other financial records of the Obligors, business analysis and to discuss do the affairsthings provided in the preceding sentence, finances all at such reasonable times during normal business hours and accounts of as often as the Obligors with, and to be advised as Administrative Agent may reasonably request after reasonable prior notice to the same by, their officers, employees and independent chartered accountants (and by this provision the Obligors authorize such accountants to discuss with the Agent the finances and affairs of each Obligor) at all reasonable times and reasonable intervals as the Agent may designate in the absence of any Default or Event of Default, and otherwise, at all times and intervals as the Agent may designate. The Obligors shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct a field examination of the Obligors' properties three times per Fiscal Year in the absence of any Default or Event of Default or, at such other times as is designated by the Agent Loan Party Representative; provided that if a Default or Event of Default has occurred and is occurring, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Obligors shall be required to permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct no more than two field examinations of the Obligor's properties in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide to the Agent and the Lenders) updated appraisals of the Obligors' Inventory, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent if a Default or an Event of Default has occurred and is continuing, provided however thatthe Administrative Agent may make such examinations, audits, checks, inspections, appraisals, abstracts, and copies and the Administrative Agent and its agents may enter such premises at any time and as often as the Administrative Agent may request and no prior notice shall be required. The Administrative Agent may conduct examinations, audits, inspections, and appraisals at any time the Administrative Agent elects, in each case, except as provided in the absence of any Default or Event of Defaultnext sentence at the Loan Parties’ expense. Although the Administrative Agent may conduct as many examinations and appraisals as the Administrative Agent desires, if no Default Condition has existed within sixty (60) days of the average Excess Availability exceedsdate on which an appraisal or examination was ordered, then the Loan Parties are only required to pay for 2 examinations in any 12-month period, and has exceeded at all times during 2 Inventory appraisals in any 12-month period, but if the applicable Fiscal YearAdministrative Agent conducts an appraisal or examination that the Loan Parties would not be obligated to pay for and that appraisal or examination reveals that a Default Condition exists or that any material Reserve is appropriate, 15% then the cost of that appraisal or examination does not count against the combined Total Commitment in respect of Facility A and Facility B, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisals of the Obligors' Inventory in such Fiscal Year. Each such appraisal report shall be prepared by an appraiser acceptable to the Agent, and be in such format and contain such detail as the Agent may request. Subject to Sections 4.18 and 4.19, the costs and expenses incurred in conducting any such field examinations or in obtaining any such appraisal shall in each case be borne by the Borrowers (whether obtained by the Agent or by the Borrowerslimit set forth above). The Borrower shall, at Appraisals and examinations that occurred before the Agent's request, provide, at Closing Date also do not count against the Borrower's expense, updated environmental questionnaires or checklists concerning activities and conditions affecting limits in the real property owned, leased or operated by the Obligors and/or environmental reports prepared for the Borrower (and specifically authorizing the Agent and the Lenders to rely thereon) by an environmental consultant or an environmental engineering firm acceptable to the Lenders concerning any real property owned, leased or operated by the Obligors, but only if (i) the environmental questionnaires or checklists provided by the Borrower, or (ii) any notification or report from a Governmental Authority to an Obligor, or (iii) information otherwise becomes available to the Agent or the Lenders which, indicates that there is a material environmental problem with any such real property or any neighboring real property which could have an effect on such real propertypreceding sentence.

Inspections and Appraisals. It shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to visit and inspect any of the properties, corporate books and financial records of the Obligors, to examine and make copies of the books of accounts and other financial records of the Obligors, and to discuss the affairs, finances and accounts of the Obligors with, and to be advised as to the same by, their officers, employees and independent chartered accountants (and by this provision the Obligors authorize such accountants to discuss with the Agent the finances and affairs of each Obligor) at all reasonable times and reasonable intervals as the Agent may designate in the absence of any Default or Event of Default, and otherwise, at all times and intervals as the Agent may designate. The Obligors shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct a field examination of the Obligors' properties three times per Fiscal Year in the absence of any Default or Event of Default or, at such other times as is designated by the Agent if a Default or Event of Default has occurred and is occurring, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability in respect of Facility A and Facility B exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility BUS$15,000,000, the Obligors shall be required to permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct no more than two one field examinations examination of the Obligor's properties in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide to the Agent and the Lenders) updated appraisals of the Obligors' Inventory, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent if a Default or an Event of Default has occurred and is continuing, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability in respect of Facility A and Facility B exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility BUS$15,000,000, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisals of the Obligors' Inventory in such Fiscal Year. Each such appraisal report shall be prepared by an appraiser acceptable to the Agent, and be in such format and contain such detail as the Agent may request. Subject to Sections 4.18 and 4.19, the costs and expenses incurred in conducting any such field examinations or in obtaining any such appraisal shall in each case be borne by the Borrowers (whether obtained by the Agent or by the Borrowers). The Borrower shall, at the Agent's request, provide, at the Borrower's expense, updated environmental questionnaires or checklists concerning activities and conditions affecting the real property owned, leased or operated by the Obligors and/or environmental reports prepared for the Borrower (and specifically authorizing the Agent and the Lenders to rely thereon) by an environmental consultant or an environmental engineering firm acceptable to the Lenders concerning any real property owned, leased or operated by the Obligors, but only if (i) the environmental questionnaires or checklists provided by the Borrower, or (ii) any notification or report from a Governmental Authority to an Obligor, or (iii) information otherwise becomes available to the Agent or the Lenders which, indicates that there is a material environmental problem with any such real property or any neighboring real property which could have an effect on such real property.

Inspections and Appraisals. It shall permit (The Administrative Agent may at any time examine, audit, check, inspect, and arrange for make abstracts and copies of each Loan Party’s books, records, audits, correspondence, and all access required other materials related to permit) the Collateral. The Administrative Agent and its duly authorized representatives and agents to visit and inspect may at any time enter upon any of each Loan Party’s premises and any premises where any Collateral is located to examine, audit, inspect, or appraise the propertiesCollateral or to perform any field examination, corporate books and financial records of the Obligorscollateral evaluation, to examine and make copies of the books of accounts and collateral analysis, or other financial records of the Obligors, business analysis and to discuss do the affairsthings provided in the preceding sentence, finances and accounts of the Obligors with, and to be advised as to the same by, their officers, employees and independent chartered accountants (and by this provision the Obligors authorize all at such accountants to discuss with the Agent the finances and affairs of each Obligor) at all reasonable times and reasonable intervals as often as the Administrative Agent may designate in the absence of any Default or Event of Default, and otherwise, at all times and intervals as the Agent may designate. The Obligors shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct a field examination of the Obligors' properties three times per Fiscal Year in the absence of any Default or Event of Default or, at such other times as is designated by the Agent if a Default or Event of Default has occurred and is occurring, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Obligors shall be required to permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct no more than two field examinations of the Obligor's properties in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide reasonably request after reasonable prior notice to the Agent and the Lenders) updated appraisals of the Obligors' Inventory, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent Loan Party Representative; provided that if a Default or an Event of Default has occurred and is continuing, provided however thatthe Administrative Agent may make such examinations, audits, checks, inspections, appraisals, abstracts, and copies and the Administrative Agent and its agents may enter such premises at any time and as often as the Administrative Agent may request and no prior notice shall be required. The Administrative Agent may conduct examinations, audits, inspections, and appraisals at any time the Administrative Agent elects, in each case, except as provided in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisals of the Obligors' Inventory in such Fiscal Year. Each such appraisal report shall be prepared by an appraiser acceptable to the Agent, and be in such format and contain such detail as the Agent may request. Subject to Sections 4.18 and 4.19, the costs and expenses incurred in conducting any such field examinations or in obtaining any such appraisal shall in each case be borne by the Borrowers (whether obtained by the Agent or by the Borrowers). The Borrower shallnext sentence, at the Agent's requestLoan Parties’ expense. Although the Administrative Agent may conduct as many examinations and appraisals as the Administrative Agent desires, provideif no Default Condition has existed within sixty (60) days of the date on which an appraisal or examination was ordered, at then the Borrower's expenseLoan Parties are only required to pay for two (2) examinations in any twelve (12)-month period and two (2) Inventory appraisals in any twelve (12)-month period (but if the Administrative Agent conducts an appraisal or examination that the Loan Parties would not be obligated to pay for and that appraisal or examination reveals that a Default Condition exists or that any material Reserve is appropriate, updated environmental questionnaires then, in either such case, the cost of that appraisal or checklists concerning activities examination does not count against the foregoing limits). Appraisals and conditions affecting examinations that occurred before the real property owned, leased or operated by Closing Date also do not count against the Obligors and/or environmental reports prepared for limits in the Borrower (and specifically authorizing the Agent and the Lenders to rely thereon) by an environmental consultant or an environmental engineering firm acceptable to the Lenders concerning any real property owned, leased or operated by the Obligors, but only if (i) the environmental questionnaires or checklists provided by the Borrower, or (ii) any notification or report from a Governmental Authority to an Obligor, or (iii) information otherwise becomes available to the Agent or the Lenders which, indicates that there is a material environmental problem with any such real property or any neighboring real property which could have an effect on such real propertypreceding sentence.