Common use of Right of Access and Inspection Clause in Contracts

Right of Access and Inspection. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 9.01(i), or if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, the Company will prepare an environmental report reasonably satisfactory to the Administrative Agent with respect to any matter disclosed pursuant to Section 9.01(i) and/or, if an Event of Default has occurred and is continuing with respect to the environmental condition of any owned, leased or operated Real Property or facility of any Credit Party or any Subsidiary thereof (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under such Real Property or facility unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if the Company does not prepare an Environmental Report or conduct the requested site visits, inspections, sampling, tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to the Company, retain an environmental consultant, at the Credit Parties’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. The Credit Parties and their respective Subsidiaries will provide the Administrative Agent and its consultants with access to such Real Property or facility during normal business hours in order to complete any necessary site visits, inspections, tests, investigations or sampling in accordance with this Section 9.06(c). The Administrative Agent will make commercially reasonable efforts to conduct any such site visits, inspections, sampling, tests and investigations so as to avoid interfering with the operation of such Real Property or facility. (ii) The exercise of the Administrative Agent’s rights under Section 9.06(c)(i) shall not constitute a waiver of any default by the Credit Parties or their respective Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders or any of their respective Affiliates. In no event will any site visit, observation, test, sampling, inspection or investigation by the Administrative Agent or its consultants be deemed a representation that Hazardous Materials are or are not present in, on or under any of the facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent, the Lenders or any of their respective Affiliates shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any Environmental Report or other report or findings with regard thereto. Without express written authorization of the Administrative Agent, which shall not be unreasonably withheld, neither any Credit Party nor any other party shall be entitled to rely on any site visits, inspections, tests, investigations or sampling by or on behalf of by the Administrative Agent or its consultants. The Administrative Agent, the Lenders and their respective Affiliates owe no duty of care to 104 #93457508v14 (iii) If counsel to any Credit Party or any of their respective Subsidiaries reasonably determines that provision to the Administrative Agent of a document otherwise required to be provided pursuant to Section 9.01(i) or Section 9.06(b) (or any other provisions of this Agreement or any other Credit Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, then the Credit Parties or their respective Subsidiaries shall not be obligated to deliver such document to the Administrative Agent but shall provide the Administrative Agent with a notice identifying the author and recipient of such document and generally describing in reasonable detail the contents of the document. Upon request of the Administrative Agent, the Credit Parties and their respective Subsidiaries shall take all reasonable steps necessary to provide the Administrative Agent with the factual information contained in any such privileged document.

Right of Access and Inspection. (i) After the receipt by the Administrative Agent or With respect to any Lender of any notice of the type described in Section 9.01(i)matter disclosed pursuant to subsection (b) above, or if an Event of Default has occurred and is continuing, thenor if Administrative Agent reasonably believes either that AcquisitionCo or any of its Subsidiaries has breached any representation, warranty or covenant in this Agreement pertaining to environmental matters in any material respect, the Administrative Agent and its representatives shall have the right, but not the obligation, at any reasonable time and after reasonable notice, to enter into and observe the condition and operations of the Facilities as they relate to matters pertaining to Environmental Law (“Environmental Conditions”). Such access shall include, at the reasonable request of the Administrative Agent, an opportunity to review relevant documents and interview employees or representatives of AcquisitionCo or its Subsidiaries to the Company will prepare an environmental report reasonably satisfactory extent necessary to obtain information related to the Environmental Conditions at issue. AcquisitionCo shall reimburse the Administrative Agent with respect for any reasonable costs incurred in conducting any such observations, including any reasonable consultants’ or lawyers fees relating thereto. At the reasonable request of the Administrative Agent, AcquisitionCo shall prepare a Phase I Report and conduct such tests and investigations as directed by the Administrative Agent for Environmental Conditions that could reasonably be expected to any matter disclosed pursuant give rise to Section 9.01(i) and/or, if an Event liability of Default has occurred and is continuing with respect to the environmental condition or expenditures by AcquisitionCo or its Subsidiaries in excess of any owned, leased or operated Real Property or facility of any Credit Party or any Subsidiary thereof (the “Environmental Report”)$3,000,000; provided, however, that any such Environmental Report tests or investigations shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under such Real Property or facility unless the Facilities unless, based upon the Phase I Report, the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessarynecessary to evaluate any Environmental Conditions (x) with respect to any proposed sub-surface soil or ground water sampling, that could reasonably be expected to give rise to liability or expenditures by AcquisitionCo or its Subsidiaries in excess of $10,000,000 or (y) with respect to any other samplings, that could be reasonably be expected to give rise to liability or expenditures by AcquisitionCo or its Subsidiaries in excess of $7,000,000. Any such sampling tests and investigations shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if the Company AcquisitionCo does not prepare an Environmental a Phase I Report or conduct the requested site visits, inspections, sampling, tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to the CompanyAcquisitionCo, retain an environmental consultant, at the Credit Parties’ AcquisitionCo’s expense, to prepare an Environmental a Phase I Report and conduct such sampling as it reasonably concludes is commercially reasonable tests and necessaryinvestigations. The Credit Parties AcquisitionCo and their respective its Subsidiaries will shall provide the Administrative Agent and its consultants with access to such Real Property or facility the Facilities during normal business hours in order to complete any necessary site visits, inspections, tests, investigations inspections or sampling in accordance with this Section 9.06(c)sampling. The Administrative Agent will make commercially reasonable efforts to conduct any such site visits, inspections, sampling, tests and investigations so as to avoid interfering with the operation of such Real Property or facilitythe Facility. (ii) Notwithstanding the Administrative Agent’s rights under subsection (c)(i) above, the Administrative Agent (and its representatives) shall also have the right, at its own cost and expense and upon reasonable prior notice to AcquisitionCo, to enter into and observe the Environmental Condition of the Facilities during normal business hours. Such inspections and observations may include such reviews as are necessary for the preparation of a Phase I Report, but may not, without AcquisitionCo’s prior written consent, include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials. The Administrative Agent may not exercise its rights under this subsection (c)(ii) more frequently than once per year at each Facility. The Administrative Agent’s decision to conduct an inspection pursuant to this subsection (c)(ii), shall not, in any way, limit the Administrative Agent’s rights to enter the Facilities, conduct inspections or obtain information under any provision in this Agreement or otherwise. The Administrative Agent (and its representatives) shall also have the right, at the cost and expense of Coffeyville Resources, to request any other existing reports, from time to time, as the Administrative Agent deems reasonable in its sole discretion; provided, however, that Coffeyville Resources shall not be required to (i) create or commission any environmental report and (ii) provide any existing environmental report if providing such environmental report to the Administrative Agent could result in adverse consequences for Holdings, Coffeyville Resources or any of their Affiliates arising from the loss of legal privilege or other material rights of Holdings, Coffeyville Resources or any of their Affiliates. (iii) The exercise of the Administrative Agent’s rights under Section 9.06(c)(isubsections (c)(i) or (c)(ii) shall not constitute a waiver of any default by the Credit Parties AcquisitionCo or their respective Subsidiaries any Subsidiary and shall not impose any liability on the Administrative Agent or any of the Lenders or any of their respective AffiliatesLenders. In no event will any site visit, observation, test, sampling, inspection test or investigation by the Administrative Agent or its consultants be deemed a representation that Hazardous Materials are or are not present in, on or under any of the facilitiesFacilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent, the Lenders or any of their respective Affiliates Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any Environmental Report or other report or findings with regard thereto. Without express written authorization of the Administrative Agentauthorization, which shall not be unreasonably withheld, neither any Credit Party AcquisitionCo nor any other party shall be entitled to rely on any site visitsvisit observation, inspections, tests, investigations test or sampling by or on behalf of investigation by the Administrative Agent or its consultantsAgent. The Administrative Agent, Agent and the Lenders and their respective Affiliates owe no duty of care to 104 #93457508v14protect AcquisitionCo or any other party against, or to inform AcquisitionCo or any other party of, any Hazardous Materials or any other adverse Environmental Condition affecting any of the Facilities. The Administrative Agent may in its reasonable discretion disclose to AcquisitionCo or, if so required by law, to any third party, any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by the Administrative Agent. If the Administrative Agent reasonably believes that it is legally required to disclose any such report or finding to any third party, then the Administrative Agent shall use its reasonable efforts to give AcquisitionCo prior notice of such disclosure and afford AcquisitionCo the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford AcquisitionCo the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. AcquisitionCo acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any site visit, observation, testing or investigation by the Administrative Agent and that such reporting requirements are site and fact-specific, and are to be evaluated by AcquisitionCo without advice or assistance from the Administrative Agent. Nothing contained in this Section 5.9(c)(iii) shall be construed as releasing the Administrative Agent or the Lenders from any liability to the extent incurred as a result of their gross negligence or willful misconduct. (iiiiv) If counsel to any Credit Party AcquisitionCo or any of their respective its Subsidiaries reasonably determines (1) that provision to the Administrative Agent of a document otherwise required to be provided pursuant to this Section 9.01(i) or Section 9.06(b) 5.9 (or any other provisions provision of this Agreement or any other Credit Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, then the Credit Parties AcquisitionCo or their respective Subsidiaries its Subsidiary shall not be obligated to deliver such document to the Administrative Agent but shall provide the Administrative Agent with a notice identifying the author and recipient of such document and generally describing in reasonable detail the contents of the document. Upon request of the Administrative Agent, the Credit Parties AcquisitionCo and their respective its Subsidiaries shall take all reasonable steps necessary to provide the Administrative Agent with the factual information contained in any such privileged document.

Right of Access and Inspection. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 9.01(i), or (ii) if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, the Company will prepare an environmental report reasonably satisfactory to the Administrative Agent with respect to any matter disclosed pursuant to Section 9.01(i) and/oror, if an Event of Default has occurred and is continuing with respect to the environmental condition of any owned, leased or operated Real Property or facility of any Credit Party or any Subsidiary thereof (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under such Real Property any owned or facility operated facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if the Company does not prepare an Environmental Report or conduct the requested site visits, inspections, sampling, tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to the Company, retain an environmental consultant, at the Credit Parties’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. The Credit Parties and their respective Subsidiaries will provide the Administrative Agent and its consultants with access to such Real Property or facility the facilities during normal business hours in order to complete any necessary site visits, inspections, tests, investigations inspections or sampling in accordance with this Section 9.06(c). The Administrative Agent will make commercially reasonable efforts to conduct any such site visits, inspections, sampling, tests and investigations so as to avoid interfering with the operation of such Real Property or the facility. (ii) The exercise of the Administrative Agent’s rights under Section 9.06(c)(i) shall not constitute a waiver of any default by the Credit Parties or their respective Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders or any of their respective AffiliatesLenders. In no event will any site visit, observation, test, sampling, inspection test or investigation by the Administrative Agent or its consultants be deemed a representation that Hazardous Materials are or are not present in, on or under any of the facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent, the Lenders or any of their respective Affiliates Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any Environmental Report or other report or findings with regard thereto. Without express written authorization of the Administrative Agentauthorization, which shall not be unreasonably withheld, neither any Credit Party nor any other party shall be entitled to rely on any site visits, inspections, tests, investigations or sampling by or on behalf of by the Administrative Agent or its consultants. The Administrative Agent, the Lenders and their respective Affiliates owe no duty of care to 104 #93457508v14unreasonably (iii) If counsel to any Credit Party or any of their respective Subsidiaries reasonably determines that provision to the Administrative Agent of a document otherwise required to be provided pursuant to this Section 9.01(i) or Section 9.06(b) 9.06 (or any other provisions provision of this Agreement or any other Credit Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, then the Credit Parties or their respective Subsidiaries shall not be obligated to deliver such document to the Administrative Agent but shall provide the Administrative Agent with a notice identifying the author and recipient of such document and generally describing in reasonable detail the contents of the document. Upon request of the Administrative Agent, the Credit Parties and their respective Subsidiaries shall take all reasonable steps necessary to provide the Administrative Agent with the factual information contained in any such privileged document.

Right of Access and Inspection. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 9.01(i), or if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, the Company will prepare an environmental report reasonably satisfactory to the Administrative Agent with respect to any matter disclosed pursuant to Section 9.01(i) and/or, if an Event of Default has occurred and is continuing with respect to the environmental condition of any owned, leased or operated Real Property or facility of any Credit Party or any Subsidiary thereof (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under such Real Property or facility unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if the Company does not prepare an Environmental Report or conduct the requested site visits, inspections, sampling, tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to the Company, retain an environmental consultant, at the Credit Parties’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. The Credit Parties and their respective Subsidiaries will provide the Administrative Agent and its consultants with access to such Real Property or facility during normal business hours in order to complete any necessary site visits, inspections, tests, investigations or sampling in accordance with this Section 9.06(c). The Administrative Agent will make commercially reasonable efforts to conduct any such site visits, inspections, sampling, tests and investigations so as to avoid interfering with the operation of such Real Property or facility. (ii) The exercise of the Administrative Agent’s rights under Section 9.06(c)(i) shall not constitute a waiver of any default by the Credit Parties or their respective Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders or any of their respective Affiliates. In no event will any site visit, observation, test, sampling, inspection or investigation by the Administrative Agent or its consultants be deemed a representation that Hazardous Materials are or are not present in, on or under any of the facilities, or that there has been or will be compliance with any Environmental Law, and the Administrative Agent, the Lenders or any of their respective Affiliates shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any Environmental Report or other report or findings with regard thereto. Without express written authorization of the Administrative Agent, which shall not be unreasonably withheld, neither any Credit Party nor any other party shall be entitled to rely on any site visits, inspections, tests, investigations or sampling by or on behalf of by the Administrative Agent or its consultants. The Administrative Agent, the Lenders and their respective Affiliates owe no duty of care to 104 #93457508v14 (iii) If counsel to any Credit Party or any of their respective Subsidiaries reasonably determines that provision to the Administrative Agent of a document otherwise required to be provided pursuant to Section 9.01(i) or Section 9.06(b) (or any other provisions of this Agreement or any other Credit Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, then the Credit Parties or their respective Subsidiaries shall not be obligated to deliver such document to the Administrative Agent but shall provide the Administrative Agent with a notice identifying the author and recipient of such document and generally describing in reasonable detail the contents of the document. Upon request of the Administrative Agent, the Credit Parties and their respective Subsidiaries shall take all reasonable steps necessary to provide the Administrative Agent with the factual information contained in any such privileged document.respective