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 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 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 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 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 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 or updates thereof the Required SISO Term Lenders, upon the request of their Inventorythe Required Tranche A Revolving Lenders or the Required SISO Term Lenders), equipment and real property from an appraiser shall conduct, or 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 Tranche B Borrowing Base and (ii) such other investigations and reviews as the Administrative Agent (or the Required Tranche A Revolving Lenders or the Required SISO Term Lenders) 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 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 not request any such Appraisal, investigation and review prior to the first anniversary of the Closing Date and shall request no more than two such Appraisals, investigations and reviews in the aggregate during any third party retained by 12-month period beginning on an anniversary of the Closing Date. The Company shall furnish to the Administrative Agent 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 or the Tranche B Borrowing Base including correct and related reporting complete copies of any invoices, underlying agreements, instruments or other documents and control systems; providedthe identity of all Account Debtors in respect of the Accounts referred to therein. Following the completion of any such Appraisals, howeverinvestigations or reviews, that if no Event the reports and results of Default has occurred and is continuing and Average Utilization has at all times during the preceding twelve fiscal months been less than such Appraisals, investigations or equal to thirty-three percent (33%), one such field examination per calendar year reviews shall be at delivered to 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 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 (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 any third party retained by any of them) with access reviews in the aggregate prior to their properties, books, records and employees to conduct field examinations, to ensure the adequacy of Borrowing Base Collateral and related reporting and control systemsScheduled Maturity Date; providedprovided further, however, that if no Event upon the exercise of Default has occurred the Facility Extension Option by the Borrower, the Administrative Agent 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 Lenders shall be at permitted to request an additional two Appraisals, investigations and reviews. The Company shall furnish to the sole expense Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Loan PartiesTranche A Borrowing Base including correct and complete copies of any invoices, (ii) if no Event underlying agreements, instruments or other documents and the identity of Default has occurred all Account Debtors in respect of the Accounts referred to therein. Following the completion of any such Appraisals, investigations or reviews, the reports and is continuing and Average Utilization has at any time during the preceding twelve fiscal months been greater than thirty-three percent (33%)results of such Appraisals, two such field examinations per calendar year investigations or reviews shall be at delivered to 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.