Common use of Appraisals and Field Examinations Clause in Contracts

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent and each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following proviso; provided, however, that (A) in the case of appraisals of Inventory, (i) if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such appraisals per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such field examination per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan Parties.

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent and each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following proviso; provided, however, that (A) in the case of appraisals of Inventory, (i) if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at all times during the preceding twelve fiscal months been less greater than or equal to thirty-three percent (33%)$30,000,000, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at any time during the preceding twelve fiscal months been greater less than thirty-three percent (33%)$30,000,000, two such appraisals per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at all times during the preceding twelve fiscal months been less greater than or equal to thirty-three percent (33%)$30,000,000, one such field examination per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at any time during the preceding twelve fiscal months been greater less than thirty-three percent (33%)$30,000,000, two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan Parties.

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests(a) The Company may and, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof upon request of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and prepared on a basis satisfactory present to the Administrative Agent and each Collateral Agentfor approval, such appraisals Appraisals, investigations and updates reviews as the Administrative Agent shall request for the purpose of determining the Tranche A Borrowing Base and the Tranche B Borrowing Base (which determination shall in each case apply jointly to includethe foregoing), without limitation, information required by applicable law all upon reasonable notice and regulations, with all at such appraisals times during normal business hours and updates being at the Borrowers’ cost and expense except as limited in the following provisooften as may be reasonably requested; provided, however, that (A) in the case of appraisals of Inventory, (i) if no unless a Default or Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such appraisal per calendar year shall be at continuing, the sole expense Administrative Agent shall not request any such Appraisal, investigation and review prior to the first anniversary of the Loan Parties, (ii) if Closing Date and shall request no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater more than thirty-three percent (33%), two such appraisals per calendar year shall be at Appraisals, investigations and reviews in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such appraisal Closing Date. The Company shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except furnish to the extent such appraisals are required by Administrative Agent any Requirement of Law. In addition, at any time information that the Administrative Agent and/or may reasonably request regarding the determination and calculation of the Tranche A Borrowing Base or the Tranche B Borrowing Base including correct and complete copies of any Collateral invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (b) The Administrative Agent requestsmay, at the Loan Parties will provide Company’s sole cost and expense, make test verifications of the Accounts and physical verifications of Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable and conduct customary field examinations of the ABL Facility First Priority Collateral, and the Collateral Agents (Company shall furnish all such assistance and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure information as the adequacy of Borrowing Base Collateral and related reporting and control systemsAdministrative Agent may reasonably require in connection therewith; provided, however, that if no unless a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such verifications and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such customary field examination per calendar year prior to the first anniversary of the Closing Date and shall be request no more than two such verifications and customary field examinations in the aggregate during any 12-month period beginning on an anniversary of the Closing Date. At any time and from time to time, upon the Administrative Agent’s request and at the sole expense of the Loan PartiesCompany, (ii) if no the Company shall furnish to the Administrative Agent reports reasonably satisfactory to the Administrative Agent showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such report prior to the first anniversary of the Closing Date and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater shall request no more than thirty-three percent (33%), two such field examinations per calendar year shall be at reports during any 12-month period beginning on the sole expense of the Loan Parties and (iii) if Closing Date or an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan Partiesanniversary thereof.

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent and each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following proviso; provided, however, that (A) in the case of appraisals of Inventory, (i) if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at all times during the preceding twelve fiscal months been less greater than or equal to thirty-three the greater of (y) twenty percent (3320%)) of the aggregate amount of all Commitments at such time and (z) $55,000,000, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at any time during the preceding twelve fiscal months been less than the greater than thirty-three of (y) twenty percent (3320%)) of the aggregate amount of all Commitments at such time and (z) $55,000,000, two such appraisals per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per in each of calendar year 2015 and every third calendar year thereafter shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that (i) if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at all times during the preceding twelve fiscal months been less greater than or equal to thirty-three the greater of (y) twenty percent (3320%)) of the aggregate amount of all Commitments at such time and (z) $55,000,000, one such field examination per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization Aggregate Availability has at any time during the preceding twelve fiscal months been less than the greater than thirty-three of (y) twenty percent (3320%)) of the aggregate amount of all Commitments at such time and (z) $55,000,000, two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan Parties.”

Appraisals and Field Examinations. At The ABL Agent shall provide the Term Agent with copies of all appraisals, collateral exams, field audits, or similar reports (and any related supporting materials to the foregoing or any Borrowing Base Certificate) and bank statements and other account information received by such ABL Agent in connection with the ABL Loan Agreement or the other ABL Loan Documents (collectively, “Materials”) and the Obligors irrevocably, by their execution hereof, direct and authorize the ABL Agent to do so. The Term Agent agrees that such materials are delivered without representation and warranty by, and without recourse to, the ABL Claimholders. Notwithstanding the foregoing, the failure of the applicable ABL Agent to provide any Materials shall not (A) affect the relative priorities of Liens as provided herein or the validity or effectiveness of any notices or demands as against any Obligors, (B) impair the effectiveness of this Intercreditor Agreement or (C) give rise to any claim or cause of action by the Term Agent against any ABL Claimholder or any third person conducting such appraisals and commercial finance audits. The Term Agent, on behalf of itself and the Term Loan Claimholders, each acknowledges and agrees that none of the ABL Claimholders and their agents and employees make absolutely any representations or warranties whatsoever with respect to the Materials of any kind, nature, or description, including without limitation, any representation as to the completeness or accuracy of the Materials, either at the time that the Administrative Agent and/or any Collateral Agent requestsMaterials were prepared or at the present time and such information is provided for information purposes only, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof of their Inventory, equipment and real property from an appraiser selected and engaged may not be relied upon by the Administrative Term Agent, and prepared on a basis satisfactory or any Term Loan Lender, or any other party, in any manner whatsoever. The ABL Agent hereby agrees to the Administrative Agent and each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following proviso; provided, however, that (A) in the case of appraisals of Inventory, use commercially reasonable efforts (i) if no Event to provide the Term Agent with prior notice of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal any inspections made by such ABL Agent pursuant to thirty-three percent (33%), one such appraisal per calendar year shall be at the sole expense Section 10.1.1 of the ABL Loan PartiesAgreement so that Term Agent may accompany the ABL Agent on such inspections, (ii) if no Event to provide Term Agent with prior notice of Default has occurred and is continuing and Average Utilization has at any time during collateral audits made by the preceding twelve fiscal months been greater than thirty-three percent (33%), two such appraisals per calendar year shall be at the sole expense ABL Agent pursuant to Section 10.1.1 of the ABL Loan Parties Agreement so that Term Agent may accompany the ABL Agent on such collateral audits and (iii) if an Event to provide the Term Agent with prior notice of Default has occurred and is continuing, each such appraisal shall be at any Inventory or other appraisals made by the sole expense ABL Agent pursuant to Section 10.1.1 of the ABL Loan Parties and (B) in Agreement so that the case of appraisals of equipment and real propertyTerm Agent may accompany the ABL Agent on any such appraisal, (iiv) if no Event of Default has occurred to conduct the inspections, audits and is continuing, one such appraisal per calendar year shall be at appraisals permitted under the sole expense terms of the ABL Loan PartiesAgreement during any twelve month period at commercially reasonable intervals of each other, (iiv) if to provide Term Agent an Event opportunity to modify or increase the scope of Default has occurred and is continuingsuch audit or appraisal, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement Obligors; provided that; in each of Law. In addition, at any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents clauses (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%i), one such field examination per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at (iii), (iv) and (v) in this Section, the sole expense failure of the Loan Parties and ABL Agent to comply therewith shall not (iiix) if an Event of Default has occurred and is continuing, each such field examination shall be at alter the sole expense rights or obligations of the Loan Partiesparties hereto or impair the effectiveness of this Intercreditor Agreement, (y) be deemed a breach hereof or (z) give rise to any claim or cause of action by the Term Agent against the ABL Agent.

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests(a) The Company may and, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof upon request of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and prepared on a basis satisfactory present to the Administrative Agent and each Collateral Agentfor approval, such appraisals Appraisals, investigations and updates reviews as the Administrative Agent shall request for the purpose of determining the Tranche A Borrowing Base and the Tranche B Borrowing Base (which determination shall in each case apply jointly to includethe foregoing), without limitation, information required by applicable law all upon reasonable notice and regulations, with all at such appraisals times during normal business hours and updates being at the Borrowers’ cost and expense except as limited in the following provisooften as may be reasonably requested; provided, however, that (A) in the case of appraisals of Inventory, (i) if no unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such Appraisal, investigation and is continuing review prior to the first anniversary of the Closing Date and Average Utilization has at all times during the preceding twelve fiscal months been less shall request no more than or equal to thirty-three percent (33%), one such appraisal per calendar year shall be at Appraisal, investigation and review in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan PartiesClosing Date; provided, (ii) if no further, once a Liquidity Event of Default Period has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such appraisals per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred commenced and is continuing, each the Administrative Agent shall request no more than two such appraisal shall be at the sole expense of the Loan Parties Appraisals, investigations and (B) reviews in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof. The Company shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except furnish to the extent such appraisals are required by Administrative Agent any Requirement of Law. In addition, at any time information that the Administrative Agent and/or may reasonably request regarding the determination and calculation of the Tranche A Borrowing Base or the Tranche B Borrowing Base including correct and complete copies of any Collateral invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (b) The Administrative Agent requestsmay, at the Loan Parties will provide Company’s sole cost and expense, make test verifications of the Accounts and physical verifications of Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable and conduct customary field examinations of the ABL Facility First Priority Collateral, and the Collateral Agents (Company shall furnish all such assistance and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure information as the adequacy of Borrowing Base Collateral and related reporting and control systemsAdministrative Agent may reasonably require in connection therewith; provided, however, that if no unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such verifications and is continuing customary field examination prior to the first anniversary of the Closing Date and Average Utilization has at all times during the preceding twelve fiscal months been less shall request no more than or equal to thirty-three percent (33%), one such verification and customary field examination per calendar year shall be at examinations in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan PartiesClosing Date; provided, (ii) if no further, once a Liquidity Event of Default Period has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred commenced and is continuing, each the Administrative Agent shall request no more than two such verifications and customary field examination shall be examinations in the aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof. At any time and from time to time, upon the Administrative Agent’s request and at the sole expense of the Loan PartiesCompany, the Company shall furnish to the Administrative Agent reports reasonably satisfactory to the Administrative Agent showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the Administrative Agent shall not request any such report prior to the first anniversary of the Closing Date and shall request no more than one such report during any 12-month period beginning on the Closing Date or an anniversary thereof; provided, further, that once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than two such reports in the aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof.

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests(a) The Company may and, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof upon request of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and prepared on a basis satisfactory present to the Administrative Agent and each Collateral Agentfor approval, such appraisals Appraisals, investigations and updates reviews as the Administrative Agent shall request for the purpose of determining the Tranche A Borrowing Base and the Tranche B Borrowing Base (which determination shall in each case apply jointly to includethe foregoing), without limitation, information required by applicable law all upon reasonable notice and regulations, with all at such appraisals times during normal business hours and updates being at the Borrowers’ cost and expense except as limited in the following provisooften as may be reasonably requested; provided, however, that (A) in the case of appraisals of Inventory, (i) if no unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such appraisal per calendar year shall be at continuing, the sole expense Administrative Agent shall not request any such Appraisal, investigation and review prior to the first anniversary of the Loan Parties, (ii) if Closing Date and shall request no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater more than thirty-three percent (33%), one two such appraisals per calendar year shall be at Appraisals, investigations and reviews in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan Parties and (iii) if an Closing Date; provided, further, once a Liquidity Event of Default Period has occurred commenced and is continuing, each the Administrative Agent shall request no more than two such appraisal shall be at the sole expense of the Loan Parties Appraisals, investigations and (B) reviews in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof. The Company shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except furnish to the extent such appraisals are required by Administrative Agent any Requirement of Law. In addition, at any time information that the Administrative Agent and/or may reasonably request regarding the determination and calculation of the Tranche A Borrowing Base or the Tranche B Borrowing Base including correct and complete copies of any Collateral invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (b) The Administrative Agent requestsmay, at the Loan Parties will provide Company's sole cost and expense, make test verifications of the Accounts and physical verifications of Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable and conduct customary field examinations of the ABL Facility First Priority Collateral, and the Collateral Agents (Company shall furnish all such assistance and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure information as the adequacy of Borrowing Base Collateral and related reporting and control systemsAdministrative Agent may reasonably require in connection therewith; provided, however, that if no unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such verifications and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such customary field examination per calendar year shall be at prior to the sole expense first anniversary of the Loan Parties, (ii) if Closing Date and shall request no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater more than thirty-three percent (33%), one two such verifications and customary field examinations per calendar year shall be at in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan Parties and (iii) if an Closing Date; provided, further, once a Liquidity Event of Default Period has occurred commenced and is continuing, each the Administrative Agent shall request no more than two such verifications and customary field examination shall be examinations in the aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof. At any time and from time to time, upon the Administrative Agent's request and at the sole expense of the Loan PartiesCompany, the Company shall furnish to the Administrative Agent reports reasonably satisfactory to the Administrative Agent showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the Administrative Agent shall not request any such report prior to the first anniversary of the Closing Date and shall request no more than one two such reports during any 12-month period beginning on the Closing Date or an anniversary thereof; provided, further, that once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than two such reports in the aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof.

Appraisals and Field Examinations. At any time that reasonably deemed necessary by the ABL Administrative Agent, and upon reasonable notice from the ABL Administrative Agent, the Borrower and the Restricted Subsidiaries will permit the ABL Administrative Agent or professionals (including consultants, accounts and/or any Collateral appraisers) retained by the ABL Administrative Agent requeststo conduct field examinations and/or appraisals of (a) the Borrower’s practices in the computation of the Borrowing Base and (b) the assets included in the Borrowing Base. Subject to the following sentences, the Loan Parties will provide shall pay the reasonable and documented fees and expenses of the ABL Administrative Agent and such professionals with respect to such evaluations and appraisals. The Loan Parties acknowledge that the Collateral Agents with appraisals or updates thereof of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the ABL Administrative Agent may, in its discretion, undertake one (1) field examination and one (1) appraisal during each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being fiscal year at the BorrowersLoan Parties’ cost and expense except as limited in the following provisoexpense; providedprovided that, however, that (A) in the case of appraisals of Inventory, (i) if no Event of Default has occurred and Availability at any time is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three sixty percent (3360%), one such appraisal per calendar but greater than twenty-five percent (25%), of the aggregate amount of the Revolving Commitments then in effect, the Loan Parties acknowledge that the ABL Administrative Agent, may in its discretion, undertake up to two (2) field examinations and two (2) appraisals during each fiscal year shall be at the sole expense of the Loan Parties’ expense; provided further, (ii) that if no Event of Default has occurred and is continuing and Average Utilization has Availability at any time during the preceding twelve fiscal months been greater is less than thirtyor equal to twenty-three five percent (3325%)) of the aggregate amount of the Revolving Commitments then in effect, two such appraisals per calendar year shall be at the sole expense of the Loan Parties acknowledge that the ABL Administrative Agent may, in its discretion, undertake up to three (3) field examinations and three (iii3) if an Event of Default has occurred and is continuing, appraisals during each such appraisal shall be fiscal year at the sole expense of Loan Parties’ expense. Notwithstanding anything to the Loan Parties contrary contained herein, the ABL Administrative Agent may cause additional appraisals and (B) in the case of appraisals of equipment and real property, field examinations to be undertaken (i) if no Event of Default has occurred and is continuingas it in its reasonable discretion deems necessary or appropriate, one such appraisal per calendar year shall be at the sole expense of the Loan Partiesits own expense, or (ii) if an Event of Default has shall have occurred and is be continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that the The ABL Administrative Agent and/or any Collateral has agreed to defer receipt of a field examination and an appraisal until September 28, 2012, or such later date as the ABL Administrative Agent requestsmay agree in its reasonable discretion. Until such time as the ABL Administrative Agent receives the new field examination, the Loan Parties will provide the ABL Administrative Agent and agrees to rely on the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such most recent field examination per calendar year shall be at prepared in connection with the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan PartiesExisting Credit Agreement.

Appraisals and Field Examinations. At any time that The Parent Borrower and the Administrative Agent and/or any Collateral Agent requests, the Loan Parties Subsidiaries will provide permit the Administrative Agent and any Persons designated by the Collateral Agents with appraisals or updates thereof of their InventoryAdministrative Agent (including any consultants, equipment accountants and real property from an appraiser selected and engaged appraisers retained by the Administrative Agent) to conduct appraisals of M&E and Intellectual Property, field examinations and prepared on a basis satisfactory to business valuations of the Loan Parties, all at such time or times as may be requested by the Administrative Agent and each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following provisoits Permitted Discretion; provided, howeverthat if the ABL Term Loan Agent is permitted to conduct more frequent appraisals or field examinations, that (A) in the case Administrative Agent shall be permitted to conduct the same frequency of appraisals of Inventoryor field examinations; provided, further, that, notwithstanding anything to the contrary in Section 10.04 or any other Loan Document, (i) if no unless an Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less occurred, no more than or equal to thirty-three percent (33%)one appraisal of M&E, one such appraisal per of Intellectual Property, one field examination and one business valuation in any calendar year shall be at the sole expense of the Loan Parties, (ii) if after the occurrence of and during the occurrence of an Event of Default, all business valuations, field examinations and appraisals shall be at the expense of the Loan Parties, and (iii) in the event that the Parent Borrower or any Subsidiary shall have consummated an Acquisition, without limitation of the foregoing the Parent Borrower may request that the Administrative Agent conduct or cause to be conducted (and, commercially and reasonably promptly upon such request, the Administrative Agent shall commence or cause to be commenced) an appraisal with respect to the M&E and Intellectual Property acquired by the Loan Parties as a result thereof, and any such appraisals shall be at the expense of the Loan Parties (and shall not count towards the limit set forth in the immediately preceding proviso); provided, further, that as long as no Event of Default has occurred and is continuing as long as such appraisals, field examinations, business valuations and Average Utilization has other inspections are conducted or obtained by the ABL Revolving Agent or ABL Term Loan Agent at any time during least once in each calendar year (with professionals reasonably satisfactory to the preceding twelve fiscal months been greater than thirty-three percent (33%Administrative Agent, and in scope and methodology reasonably satisfactory to the Administrative Agent, in each case, in the Administrative Agent’s Permitted Discretion), two the Administrative Agent shall not exercise its rights to obtain such appraisals per calendar year shall be at appraisals, field examinations and business valuations hereunder, so long as the sole expense ABL Revolving Agent or ABL Term Loan Agent, as the case may be, furnishes a copy of such appraisal, field examination or business valuation to the Administrative Agent (which the Loan Parties shall direct and (iii) if an Event authorize the ABL Revolving Agent and the ABL Term Loan Agent to so do). For the avoidance of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real propertydoubt, (i) if no Event of Default has occurred the Administrative Agent may conduct business evaluations, field examinations and is continuingappraisals in addition to those set forth in the immediately preceding sentence, one but such appraisal per calendar year shall be at the sole expense of the Loan Partiesadditional business evaluations, (ii) if an Event of Default has occurred field examinations and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan PartiesParties and (ii) if the ABL Revolving Agent, except ABL Term Loan Agent and the Parent Borrower fail to furnish at least one appraisal of M&E and one appraisal of Intellectual Property in any calendar year (which appraisals shall in each case be dated as of a date which is no more than fifteen (15) months from the extent previous appraisal received by the Administrative Agent), the Administrative Agent shall be permitted to conduct one of each such appraisals are required by any Requirement at the Parent Borrower’s expense (or may be reimbursed for one of Laweach such appraisals conducted at its own expense during such calendar year). In additionFor purposes of this paragraph, it is understood and agreed that a single business evaluation, field examination or appraisal may be conducted at any time multiple relevant sites and involve one or more Loan Parties and their assets. The Parent Borrower acknowledges that the Administrative Agent and/or any Collateral Agent requestsAgent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain reports pertaining to the Loan Parties will provide Parties' assets for internal use by the Administrative Agent and the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such field examination per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan PartiesLenders.

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests(a) The Company may and, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof upon request of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and prepared on a basis satisfactory present to the Administrative Agent and each Collateral Agentfor approval, such appraisals Appraisals, investigations and updates to includereviews as the Administrative Agent shall request for the purpose of determining the Borrowing Base, without limitation, information required by applicable law all upon reasonable notice and regulations, with all at such appraisals times during normal business hours and updates being at the Borrowers’ cost and expense except as limited in the following provisooften as may be reasonably requested; provided, however, that (A) in the case of appraisals of Inventory, (i) if no unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such Appraisal, investigation and is continuing review prior to the first anniversary of the Closing Date and Average Utilization has at all times during the preceding twelve fiscal months been less shall request no more than or equal to thirty-three percent (33%), one such appraisal per calendar year shall be at Appraisal, investigation and review in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan PartiesClosing Date; provided, (ii) if no further, once a Liquidity Event of Default Period has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such appraisals per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred commenced and is continuing, each the Administrative Agent shall request no more than two such appraisal shall be at the sole expense of the Loan Parties Appraisals, investigations and (B) reviews in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof. The Company shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except furnish to the extent such appraisals are required by Administrative Agent any Requirement of Law. In addition, at any time information that the Administrative Agent and/or may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any Collateral invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (b) The Administrative Agent requestsmay, at the Loan Parties will provide Company’s sole cost and expense, make test verifications of the Accounts and physical verifications of Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable and conduct customary field examinations of the ABL Facility First Priority Collateral, and the Collateral Agents (Company shall furnish all such assistance and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure information as the adequacy of Borrowing Base Collateral and related reporting and control systemsAdministrative Agent may reasonably require in connection therewith; provided, however, that if no unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such verifications and is continuing customary field examination prior to the first anniversary of the Closing Date and Average Utilization has at all times during the preceding twelve fiscal months been less shall request no more than or equal to thirty-three percent (33%), one such verification and customary field examination per calendar year shall be at examinations in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan PartiesClosing Date; provided, (ii) if no further, once a Liquidity Event of Default Period has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred commenced and is continuing, each the Administrative Agent shall request no more than two such verifications and customary field examination shall be examinations in the aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof. At any time and from time to time, upon the Administrative Agent’s request and at the sole expense of the Loan PartiesCompany, the Company shall furnish to the Administrative Agent reports reasonably satisfactory to the Administrative Agent showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Liquidity Event Period has commenced and is continuing or a Default or Event of Default shall be continuing, the Administrative Agent shall not request any such report prior to the first anniversary of the Closing Date and shall request no more than one such report during any 12-month period beginning on the Closing Date or an anniversary thereof; provided, further, that once a Liquidity Event Period has commenced and is continuing, the Administrative Agent shall request no more than two such reports in the aggregate during any 12-month period beginning on the Closing Date or an anniversary thereof.

Appraisals and Field Examinations. At any time that (a) The Company may and, upon request of the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide (or if the Administrative Agent and has not so requested within 5 Business Days after receipt of a written request from the Collateral Agents with appraisals Required Tranche A Revolving Lenders, upon the request of the Required Tranche A Revolving Lenders), shall conduct, or updates thereof of their Inventory, equipment and real property from an appraiser cause to be conducted (by professionals selected and engaged by the Administrative Agent), at its expense, and prepared on a basis satisfactory present to the Administrative Agent and each Collateral Agentfor approval, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at (i) Appraisals of the Borrowers’ cost and expense except as limited assets included in the following provisoTranche A Borrowing Base or the Assumed Tranche B Borrowing Base and (ii) such other investigations and reviews as the Administrative Agent (or the Required Tranche A Revolving Lenders) shall request for the purpose of determining the Tranche A Borrowing Base and the Assumed Tranche B Borrowing Base (which determination shall in each case apply jointly to the foregoing), all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that (A) in the case of appraisals of Inventory, (i) if no unless a Default or Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such appraisals per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents (Lenders shall request no more than four such Appraisals, investigations and reviews in the aggregate prior to the Scheduled Maturity Date; provided further, however, that upon the exercise of the Facility Extension Option by the Borrower, the Administrative Agent and the Lenders shall be permitted to request an additional two Appraisals, investigations and reviews. The Company shall furnish to the Administrative Agent any third party retained by any information that the Administrative Agent may reasonably request regarding the determination and calculation of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Tranche A Borrowing Base Collateral including correct and related reporting complete copies of any invoices, underlying agreements, instruments or other documents and control systemsthe identity of all Account Debtors in respect of the Accounts referred to therein. Following the completion of any such Appraisals, investigations or reviews, the reports and results of such Appraisals, investigations or reviews shall be delivered to the Lenders. (b) The Administrative Agent may (or if the Administrative Agent has not done so within 5 Business Days after receipt of a written request from the Required Tranche A Revolving Lenders, may), at the Company’s sole cost and expense, (i) make test verifications of the Accounts and physical verifications of Inventory in any manner and through any medium that the Administrative Agent (or such Lenders) reasonably consider advisable and (ii) caused to be conducted customary field examinations of the ABL Facility First Priority Collateral, and the Company shall furnish all such assistance and information as the Administrative Agent (or, if applicable, the Required Tranche A Revolving Lenders) may reasonably require in connection therewith; provided, however, that if no unless a Default or Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such field examination per calendar year shall be continuing, the Administrative Agent and the Lenders shall request no more than four such verifications or four such customary field examinations prior to the Scheduled Maturity Date; provided further, however, that upon the exercise of the Facility Extension Option by the Borrower, the Administrative Agent and the Lenders shall be permitted to request an additional two such verifications or two such customary field examinations. At any time and from time to time, upon the Administrative Agent’s request (or if the Administrative Agent has not so requested within 5 Business Days after receipt of a written request from the Required Tranche A Revolving Lenders, upon the request of the Required Tranche A Revolving Lenders) and at the sole expense of the Loan PartiesCompany, (ii) if no the Company shall furnish to the Administrative Agent or such Lenders, as applicable, reports reasonably satisfactory to the Administrative Agent showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default has occurred shall be continuing, the Administrative Agent and is continuing the Lenders shall not request more than four such reports prior to the Scheduled Maturity Date; provided further, however, that upon the exercise of the Facility Extension Option by the Borrower, the Administrative Agent and Average Utilization has at the Lenders shall be permitted to request an additional two such reports. Following the completion of any time during field examinations, the preceding twelve fiscal months been greater than thirty-three percent (33%), two reports and results of such field examinations per calendar year shall be at delivered to the sole expense Lenders. (c) The Loan Parties shall cooperate with, and use commercially reasonable efforts to provide the Administrative Agent, the Administrative Agent’s Financial Advisor, liquidation agents and appraisers with updated information in respect of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense calculation of the Loan PartiesBorrowing Base as may be requested by them from time to time.

Appraisals and Field Examinations. At any time that reasonably deemed necessary by the ABL Administrative Agent, and upon reasonable notice from the ABL Administrative Agent, the Borrower and the Restricted Subsidiaries will permit the ABL Administrative Agent or professionals (including consultants, accounts and/or any Collateral appraisers) retained by the ABL Administrative Agent requeststo conduct field examinations and/or appraisals of (a) the Borrower’s practices in the computation of the Borrowing Base and (b) the assets included in the Borrowing Base. Subject to the following sentences, the Loan Parties will provide shall pay the reasonable and documented fees and expenses of the ABL Administrative Agent and such professionals with respect to such evaluations and appraisals. The Loan Parties acknowledge that the Collateral Agents with appraisals or updates thereof of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the ABL Administrative Agent may, in its discretion, undertake one (1) field examination and one (1) appraisal during each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being fiscal year at the BorrowersLoan Parties’ cost and expense except as limited in the following provisoexpense; providedprovided that, however, that (A) in the case of appraisals of Inventory, (i) if no Event of Default has occurred and Availability at any time is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirtysixty-three five percent (3365%), one such appraisal per calendar but greater than thirty percent (30%), of the aggregate amount of the Revolving Commitments then in effect, the Loan Parties acknowledge that the ABL Administrative Agent, may in its discretion, undertake up to two (2) field examinations and two (2) appraisals during each fiscal year shall be at the sole expense of the Loan Parties’ expense; provided further, (ii) that if no Event of Default has occurred and is continuing and Average Utilization has Availability at any time during the preceding twelve fiscal months been greater is less than thirty-three or equal to thirty percent (3330%)) of the aggregate amount of the Revolving Commitments then in effect, two such appraisals per calendar year shall be at the sole expense of the Loan Parties acknowledge that the ABL Administrative Agent may, in its discretion, undertake up to three (3) field examinations and three (iii3) if an Event of Default has occurred and is continuing, appraisals during each such appraisal shall be fiscal year at the sole expense of Loan Parties’ expense. Notwithstanding anything to the Loan Parties contrary contained herein, the ABL Administrative Agent may cause additional appraisals and (B) in the case of appraisals of equipment and real property, field examinations to be undertaken (i) if no Event of Default has occurred and is continuingas it in its reasonable discretion deems necessary or appropriate, one such appraisal per calendar year shall be at the sole expense of the Loan Partiesits own expense, or (ii) if an Event of Default has shall have occurred and is be continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such field examination per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan Parties.

Appraisals and Field Examinations. At (a) On no more than one occasion during any time that calendar year, as directed by the Administrative Agent and/or any Collateral Agent requestsAgent, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof of their Inventory, equipment and real property Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent and each Collateral Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following proviso; provided, however, provided that (A) in the case of appraisals of Inventory, (i) subject to clauses (ii) and (iii) of this proviso, if no Event of Default has occurred and Availability is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal the greater of $75,000,000 and 15% of the Maximum Borrowing Amount for five (5) consecutive business days at any time during such calendar year, up to thirty-three percent two (33%), one 2) such appraisal per appraisals during such calendar year shall may be at the sole expense of the Loan Partiesconducted, (ii) the number and frequency of such appraisals shall be in the Administrative Agent’s Permitted Discretion if no any Event of Default has shall have occurred and is be continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such appraisals per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event subject to clause (ii) of Default has occurred this proviso, no appraisals shall conducted if, during the preceding twelve-month period, the Borrowing Base (calculated without the inclusion of any Inventory) exceeds the Aggregate Revolving Exposure at all times. For purposes of this Section 5.10(a), it is understood and is continuingagreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites, each such appraisal shall be at the sole expense of the both domestic and international, and involve one or more relevant Loan Parties and (B) in the case of their assets. All such Collateral appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such field examination per calendar year shall be at the sole expense of the Loan Parties, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan Parties. (b) At the request of the Administrative Agent, the Loan Parties will permit, upon reasonable notice, the Administrative Agent to conduct field examinations during normal business hours to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems. No more than one such field examination in any calendar year may be performed by the Administrative Agent and shall be at the sole expense of the Loan Parties; provided that (i) subject to clauses (ii) and (iii) of this proviso, if Availability is less than the greater of $75,000,000 and 15% of the Maximum Borrowing Amount for five (5) consecutive business days at any time during such calendar year, up to two (2) such field examinations in such calendar year may be conducted (ii) the number and frequency of such field examinations shall be in the Administrative Agent’s Permitted Discretion if any Event of Default shall have occurred and be continuing and (iii) subject to clause (ii) of this proviso, no field examination shall be conducted if, during the preceding twelve-month period, there is no Revolving Exposure (other than LC Exposure) and the LC Exposure does not exceed $45,000,000 during such twelve-month period. For purposes of this Section 5.10(b), it is understood and agreed that a single field examination may be conducted at multiple relevant sites, both domestic and international, and involve one or more relevant Loan Parties and their assets. (c) Notwithstanding the foregoing, the initial appraisal and field examination conducted by the Administrative Agent in respect of (i) assets acquired pursuant to the Target Acquisition or (ii) assets of a Subsidiary proposed to be added as a Borrowing Subsidiary, in either case, shall not reduce the number of appraisals or field examinations the Administrative Agent may otherwise conduct pursuant to Section 5.10(a) or 5.10(b).

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests(a) The Borrowers will, the Loan Parties and will cause their Subsidiaries to, provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations and to be conducted at the following times and with the following frequency: (a) one such appraisal (which, for avoidance of doubt, shall be in addition to any appraisal conducted prior to the Effective Date or pursuant to clause (b) below) will be conducted during each fiscal year in which the Seasonal Supplemental Amount is greater than $0 at any time and (b) to the extent requested by the Administrative Agent, in its sole discretion, an appraisal (which, for avoidance of doubt, shall be in addition to any appraisal conducted prior to the Effective Date or pursuant to clause (a) above) will be conducted in each fiscal year ending after January 31, 2014 if, six or more times during such fiscal year, End of Month Inventory Reliance is greater than or equal to $1; provided, however, that there shall be no limitation on the number or frequency of inventory appraisals if (i) an Event of Default shall have occurred and be continuing or (ii) Availability at any time shall fall below the greater of (A) 15% of the Aggregate Revolving Commitments in effect at such time and (B) $56,250,000. All appraisals conducted hereunder shall be at the sole expense of the Loan Parties. (b) Upon request by the Administrative Agent, the Borrowers and their Subsidiaries will allow the Administrative Agent to conduct field examinations or updates thereof during normal business hours to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided, however, that (i) if Availability shall equal or exceed the greater of (A) 15% of the Aggregate Revolving Commitments and (B) $56,250,000, only one such field examination per calendar year shall be conducted (which, for avoidance of doubt, shall be in addition to any field examination conducted prior to the Effective Date), (ii) if Availability shall fall below the greater of (A) 15% of the Aggregate Revolving Commitments and (B) $56,250,000, up to two such field examinations per calendar year shall be conducted (which, for avoidance of doubt, shall be in addition to any field examination conducted prior to the Effective Date), and (iii) if an Event of Default shall have occurred and be continuing, there shall be no limit on the number or frequency of field examinations conducted. All field examinations conducted hereunder shall be at the sole expense of the Loan Parties. (c) Before any Accounts or Inventory of Canada Sub which meet the criteria for Eligible Accounts or Eligible Inventory (as applicable) may be included as Eligible Accounts or Eligible Inventory, equipment and real property (i) Canada Sub shall provide the Administrative Agent (at the sole expense of the Loan Parties) with an appraisal of the Inventory of Canada Sub from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent and each Collateral Agent, (such appraisals and updates appraisal to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following proviso; provided, however, that (A) in the case of appraisals of Inventory, (i) if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such appraisal per calendar year and (ii) Canada Sub shall be allow the Administrative Agent to conduct (at the sole expense of the Loan Parties, ) a field examination during normal business hours to ensure the adequacy of Collateral of Canada Sub to be included in the Borrowing Base and related reporting and control systems. The Inventory appraisals and field examinations described in this clause (c) shall be in addition to (i) any Inventory appraisal provided under clause (a) above and (ii) if no Event any field examination conducted under clause (b) above. (d) Before any Accounts or Inventory of Default has occurred and is continuing and Average Utilization has at any time during Riviera Sun which meet the preceding twelve fiscal months been greater than thirty-three percent criteria for Eligible Accounts or Eligible Inventory (33%), two such appraisals per calendar year shall as applicable) may be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real propertyincluded as Eligible Accounts or Eligible Inventory, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year Riviera Sun shall be provide the Administrative Agent (at the sole expense of the Loan Parties) with an appraisal of the Inventory of Riviera Sun from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent (such appraisal to include, without limitation, information required by applicable law and regulations), (ii) if an Event of Default has occurred and is continuing, each such appraisal Riviera Sun shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except to the extent such appraisals are required by any Requirement of Law. In addition, at any time that allow the Administrative Agent and/or any Collateral Agent requests, the Loan Parties will provide the Administrative Agent and the Collateral Agents (and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems; provided, however, that if no Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such field examination per calendar year shall be at the sole expense of the Loan Parties) a field examination during normal business hours to ensure the adequacy of Collateral of Riviera Sun to be included in the Borrowing Base and related reporting and control systems, (ii) if no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%), two such field examinations per calendar year shall be at the sole expense of the Loan Parties and (iii) if an Event of Default has occurred the Administrative Agent shall have completed all due diligence deemed necessary or appropriate by the Administrative Agent, in its Permitted Discretion, with respect to Riviera Sun and is continuing, each such its properties and assets. The Inventory appraisals and field examinations described in this clause (d) shall be in addition to (i) any Inventory appraisal provided under clause (a) above and (ii) any field examination shall be at the sole expense of the Loan Partiesconducted under clause (b) above.

Appraisals and Field Examinations. At any time that the Administrative Agent and/or any Collateral Agent requests(a) The Company may and, the Loan Parties will provide the Administrative Agent and the Collateral Agents with appraisals or updates thereof upon request of their Inventory, equipment and real property from an appraiser selected and engaged by the Administrative Agent, shall conduct, or cause to be conducted, at its expense, and prepared on a basis satisfactory present to the Administrative Agent for approval, |US-DOCS\115543490.9|| such Appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Tranche A Borrowing Base and the Tranche B Borrowing Base (which determination shall in each Collateral Agentcase apply jointly to the foregoing), all upon reasonable notice and at such appraisals times during normal business hours and updates to include, without limitation, information required by applicable law and regulations, with all such appraisals and updates being at the Borrowers’ cost and expense except as limited in the following provisooften as may be reasonably requested; provided, however, that (A) in the case of appraisals of Inventory, (i) if no unless a Default or Event of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such appraisal per calendar year shall be at continuing, the sole expense Administrative Agent shall not request any such Appraisal, investigation and review prior to the first anniversary of the Loan Parties, (ii) if Closing Date and shall request no Event of Default has occurred and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater more than thirty-three percent (33%), two such appraisals per calendar year shall be at Appraisals, investigations and reviews in the sole expense aggregate during any 12-month period beginning on an anniversary of the Loan Parties and (iii) if an Event of Default has occurred and is continuing, each such appraisal Closing Date. The Company shall be at the sole expense of the Loan Parties and (B) in the case of appraisals of equipment and real property, (i) if no Event of Default has occurred and is continuing, one such appraisal per calendar year shall be at the sole expense of the Loan Parties, (ii) if an Event of Default has occurred and is continuing, each such appraisal shall be at the sole expense of the Loan Parties and (iii) appraisals of parcels of real property not identified on Schedule 1.01(a) shall not be at the expense of the Loan Parties, except furnish to the extent such appraisals are required by Administrative Agent any Requirement of Law. In addition, at any time information that the Administrative Agent and/or may reasonably request regarding the determination and calculation of the Tranche A Borrowing Base or the Tranche B Borrowing Base including correct and complete copies of any Collateral invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (b) The Administrative Agent requestsmay, at the Loan Parties will provide Company’s sole cost and expense, make test verifications of the Accounts and physical verifications of Inventory in any manner and through any medium that the Administrative Agent reasonably considers advisable and conduct customary field examinations of the ABL Facility First Priority Collateral, and the Collateral Agents (Company shall furnish all such assistance and any third party retained by any of them) with access to their properties, books, records and employees to conduct field examinations, to ensure information as the adequacy of Borrowing Base Collateral and related reporting and control systemsAdministrative Agent may reasonably require in connection therewith; provided, however, that if no unless a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such verifications and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than or equal to thirty-three percent (33%), one such customary field examination per calendar year prior to the first anniversary of the Closing Date and shall be request no more than two such verifications and customary field examinations in the aggregate during any 12-month period beginning on an anniversary of the Closing Date. At any time and from time to time, upon the Administrative Agent’s request and at the sole expense of the Loan PartiesCompany, (ii) if no the Company shall furnish to the Administrative Agent reports reasonably satisfactory to the Administrative Agent showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default has occurred shall be continuing, the Administrative Agent shall not request any such report prior to the first anniversary of the Closing Date and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater shall request no more than thirty-three percent (33%), two such field examinations per calendar year shall be at reports during any 12-month period beginning on the sole expense of the Loan Parties and (iii) if Closing Date or an Event of Default has occurred and is continuing, each such field examination shall be at the sole expense of the Loan Partiesanniversary thereof.