Common use of Field Examination and Other Fees Clause in Contracts

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than one field examination during any calendar year, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability is less than the greater of (x) 12.5% of the Maximum Credit Amount and (y) $5,000,000, the Borrowers shall be obligated to reimburse Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar year.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the CollateralCollateral (including Eligible Accounts), or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for more than one 2 field examination examinations of each Loan Party during any calendar year, or more than one appraisal 2 appraisals of Inventory of each type of Collateral (other than M&E constituting Collateral) Loan Party during any calendar year12-month period; provided further, more than two appraisals of M&E constituting Collateral during any calendar year (provided however, that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability is less than the greater of (x) 12.515% of the Maximum Credit Amount and (y) $5,000,000Combined Loan Cap for a period of 5 consecutive Business Days at any time during any 12-month period, the Borrowers then Borrower shall be obligated to reimburse Agent for one an additional field examination of each Loan Party during such 12-month period and one for an additional appraisal of Inventory of each type Loan Party during such 12-month period. Notwithstanding the foregoing or anything to the contrary contained herein, unless an Event of Collateral Default has occurred and is continuing, Agent shall not require that any such field examinations be conducted at Borrower’s expense so long as the Revolving Agent has conducted two (2) such field examinations (and a third (3rd) field exam if Excess Availability is less than 15% of the Combined Loan Cap for a period of 5 consecutive Business Days at any time during any 12-month period) in each calendar yearyear and has shared the Reports (as defined in the Revolving Credit Agreement) prepared in connection therewith Agent pursuant to the terms of the Intercreditor Agreement.

Field Examination and Other Fees. Borrowers shall pay to Administrative Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Administrative Agent, and (ii) if implementedthe fees or charges paid or incurred by Administrative Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; provided, that (A) Borrowers shall be obligated to reimburse Administrative Agent for all field examinations and appraisals of Inventory conducted at any time an Event of Default shall have occurred and be continuing; (B) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Administrative Agent for more than one field examination during any calendar year, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year for more than 1 field examination and more than 1 full appraisal of Inventory; and (provided that at least one such appraisal C) without duplication or limitation of the preceding subclauses (A) and (B), so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Administrative Agent during any calendar year is a desktop appraisal) and (B) if for any additional field examinations or appraisals of Inventory unless at any time during a such calendar year Excess the Combined Availability is less than falls below the greater of (x) $93,750,000 and 12.5% of the Maximum Credit Amount Combined Commitment, in which case, so long as no Event of Default shall have occurred and (y) $5,000,000be continuing, the Borrowers shall not be obligated to reimburse Administrative Agent during such calendar year for one more than 1 such additional field examination and one and/or more than 1 such additional appraisal of each type of Collateral during any calendar yearInventory, as applicable.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) ), for each field examination of any Loan Party Borrower performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per examinerPerson, plus reasonable and documented out-of-pocket expenses (including travelexpenses, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual reasonable and documented fees and or charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, Collateral or any portion thereof, or to assess any Loan Party’s Borrower's or its Subsidiaries’ ' business valuation; provided, that (Ax) so long as (1) no Event of Default shall have occurred and be continuing, Borrowers (2) Liquidity is not less than $18,500,000 and (3) Pure Availability is not less than $11,200,000, Borrower shall not be obligated to reimburse Agent for any field examinations, appraisals or intellectual property valuations and Agent shall not have the right to conduct more than one field examination during any calendar year, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability is less than the greater of (x) 12.5% of the Maximum Credit Amount and (y) $5,000,000, the Borrowers shall be obligated to reimburse Agent for one additional 1 field examination and one additional 1 appraisal of each type of Collateral during any calendar year, and (y) if (1) an Event of Default has occurred and is continuing, (2) Liquidity, as of any date, is less than $18,500,000 or (3) Pure Availability, as of any date, is less than $11,200,000, Borrower shall be obligated to reimburse Agent for no more than 2 field examinations during any calendar year, no more than 1 appraisal of each type of Collateral during any calendar year, and no more than 1 intellectual property valuation during any calendar year and Agent shall have the right to conduct, at its sole expense, field examinations, appraisals and intellectual property valuations without limitation." (B) The last sentence of Section 6.9(b) of the Credit Agreement is hereby amended and restated in its entirety, as follows: "Agent hereby agrees that it will not issue such a "Notice of Exclusive Control" or equivalent notice to the applicable depository bank unless (x) an Event of Default has occurred and is continuing, (y) Liquidity, as of any date, is less than $18,500,000 or (z) Pure Availability, as of any date, is less than $11,200,000." (C) Section 7 of the Credit Agreement is hereby amended and restated in its entirety, as follows:

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan Party’s Borrower's or its Subsidiaries’ ' business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than than: (i) (1) one field examination during any calendar year, more than one (1) Inventory appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any per calendar year so long as Availability is equal to or greater than $15,000,000 (provided that such amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14), and (2) at least one such appraisal during any Agent's discretion, two (2) Inventory appraisals per calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess so long as Availability is less than $15,000,000 (such amount to be increased pro rata with the greater amount of (x) 12.5% of any increase in the Maximum Credit Amount and (y) $5,000,000Commitments pursuant to Section 2.14); provided, the Borrowers however, that there shall be no limit on the number of Inventory appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time Default or Event of Default exists or has occurred and is continuing; (ii) at Agent's discretion, one (1) Real Property appraisal for one additional field examination and one additional appraisal each parcel of each type of Collateral during any Real Property constituting Eligible Real Property per calendar year, so long as Availability is less than $20,000,000 (such amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14); provided, however, that there shall be no limit on the number of Real Property appraisals for each parcel of Real Property constituting Eligible Real Property that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing; and (1) the New Equipment Appraisal, and (2) at Agent's discretion, one (1) Equipment appraisal per calendar year thereafter so long as Availability is less than $20,000,000 (such amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14); provided, however, that there shall be no limit on the number of Equipment appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing.

Field Examination and Other Fees. Borrowers The Borrower shall pay to the Administrative Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party the Borrower performed by personnel employed by the Administrative Agent, and (ii) if implemented, a fee of $1,000 per day, per examiner, plus the reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and or charges paid or incurred by the Administrative Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party the Borrower or its Restricted Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan Partythe Borrower’s or its Restricted Subsidiaries’ business valuation; provided, provided that (A) so long as to appraisals, (1) except as provided in clause (A)(2) below, there shall be no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than one field examination during any calendar year, more than one appraisal of each type of Collateral in any 12 consecutive month period at the expense of the Borrower, (other than M&E constituting Collateral2) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year on or after September 30, 2020 that Excess Availability is less than the greater lesser of (x) 12.5% of the Maximum Credit Amount $15,000,000 and (y) $5,000,00015.0% of the Line Cap, the Borrowers there shall be obligated to reimburse Agent for one additional field examination and one additional appraisal of each type of Collateral during in any calendar year12 consecutive month period at the expense of the Borrower, and (3) at any other times there shall be such other appraisals as the Administrative Agent may request at the expense of the Administrative Agent and the Lenders; provided, further, that, any appraisal conducted in connection with a Permitted Acquisition shall be in addition to any appraisals required pursuant to this Agreement; and (B) as to field examinations, (1) except as provided in clause (B)(2) below, there shall be no more than one field examination in any 12 consecutive month period at the expense of the Borrower, (2) at any time on or after September 30, 2020 that Excess Availability is less than the lesser of (x) $15,000,000 and (y) 15.0% of the Line Cap, there shall be one additional field examination in any 12 consecutive month period at the expense of the Borrower, (3) at any time an Event of Default has occurred and is continuing, there shall be such field examinations as the Administrative Agent may request of the Borrower and its Restricted Subsidiaries, and (4) at any other times there shall be such other field examinations as the Administrative Agent may request at the expense of the Administrative Agent and the Lenders; provided, further, that, any field examinations conducted in connection with a Permitted Acquisition shall be in addition to any field examinations required pursuant to this Agreement.

Field Examination and Other Fees. Borrowers shall pay to Agent, Agent field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; providedprovided that: (i) as to appraisals, that (A) so long as there shall be no more than two (2) inventory appraisals in any twelve (12) consecutive month period at the expense of Loan Parties, (B) at any time an Event of Default shall have has occurred and be is continuing, Borrowers there shall not be obligated such other and additional appraisals as Agent may request at the expense of Loan Parties, and (C) at any other times there shall be such other appraisals as Agent may request at its expense; and (ii) as to reimburse Agent for field examinations, (A) there shall be no more than one (1) field examination in any twelve (12) consecutive month period at the expense of Loan Parties, unless Average Excess Availability, for any period of thirty (30) consecutive days, is less than $30,000,000 or Borrowers and their Subsidiaries, on a consolidated basis, have TTM EBITDA of less than $100,000,000 during any calendar yearsuch twelve (12) consecutive month period, more than one appraisal in which case, at Agent’s option, there may be up to two (2) field examinations at the expense of each type of Collateral Loan Parties during such twelve (other than M&E constituting Collateral12) during any calendar yearconsecutive month period, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability an Event of Default has occurred and is less than continuing, there shall be such other field examinations as Agent may request at the greater expense of (x) 12.5% of the Maximum Credit Amount Loan Parties, and (yC) $5,000,000, the Borrowers at any other times there shall be obligated to reimburse such other field examinations as Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar yearmay request at its expense.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) ), for each field examination of any Loan Party Borrower performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per examinerPerson, plus reasonable and documented out-of-pocket expenses (including travelexpenses, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual reasonable and documented fees and or charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, Collateral or any portion thereof, or to assess any Loan Party’s Borrower's or its Subsidiaries’ ' business valuation; provided, that (Ax) so long as (1) no Event of Default shall have occurred and be continuingcontinuing and (2) Liquidity is not less than $20,000,000, Borrowers Borrower shall not be obligated to reimburse Agent for (A) more than one field examination 1 intellectual property valuation during any calendar yearyear or (B) any field examinations or appraisals and, without the consent of Borrower, Agent shall not have the right to conduct more than one 1 field examination and 1 appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided further, that at least one such appraisal notwithstanding anything in clause (x) of this proviso to the contrary, to the extent that any Borrowing made during any calendar year is a desktop appraisal) attributable to the Revolver Sub-Facility Component, Agent shall have the right to conduct, and (B) if at any time Borrower shall be obligated to reimburse Agent for, 2 intellectual property valuations during a such calendar year Excess Availability is less than the greater of (x) 12.5% of the Maximum Credit Amount year), and (y) if (1) an Event of Default has occurred and is continuing or (2) Liquidity, as of any date, is less than $5,000,00020,000,000, the Borrowers Borrower shall be obligated to reimburse Agent for one additional no more than 2 field examination and one additional examinations during any calendar year, no more than 1 appraisal of each type of Collateral during any calendar year, and no more than 2 intellectual property valuations during any calendar year and Agent shall have the right to conduct, at its sole expense, field examinations, appraisals and intellectual property valuations without limitation." (C) Section 6.6(a)(i) of the Credit Agreement is hereby amended and restated in its entirety, as follows: (i) unless, immediately after giving effect to any such optional prepayment, redemption, defeasance, purchase or other acquisition, (x) Borrower shall have a Fixed Charge Coverage Ratio, on a pro forma basis recomputed for the most recently ended month of Borrower, of at least 1.50 for the trailing 12-month period ending on the last day of such month, (y) Borrower shall have Liquidity, as of such date, in an amount equal to or greater than $25,000,000 and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom, optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances; provided, that this clause (i) shall not apply to any optional prepayment, redemption, defeasance, purchase or other acquisition of any Indebtedness of Borrower or its Subsidiaries constituting the Convertible Subordinated Debt or the 2012 Convertible Subordinated Debt," (D) Section 6.6(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety, as follows:

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable reasonable, documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party a Borrower performed by personnel employed by Agent, and (ii) if implementedthe reasonable fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travelreasonable, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party a Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation; provided, that (Ai) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than one (1) field examination during any calendar year, year or more than one (1) inventory appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals in each case, whether any such field examination or appraisal is conducted as to any or all Borrowers and/or all or any portion of M&E constituting Collateral during any calendar year their respective Collateral; provided further that Agent will be able to conduct, at the sole cost and expense of Borrowers, one (provided that at least 1) additional field examination and one such (1) additional inventory appraisal during any calendar year is a desktop appraisal) and (B) year, if at any time during a calendar year Excess Availability is shall be less than the greater of (x1) 12.5$20,000,000 and (2) 15.0% of the Maximum Credit Amount Line Cap at any time. Notwithstanding the foregoing, following the occurrence and (y) $5,000,000, during the Borrowers continuation of an Event of Default such field examinations and inventory appraisals may be conducted at the Borrowers’ expense as many times as the Agent shall be obligated to reimburse Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar yearconsider reasonably necessary.

Field Examination and Other Fees. Borrowers shall pay to Agent, Agent field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; providedprovided that: (i) as to appraisals, that (A) so long as there shall be no more than two (2) inventory appraisals in any twelve (12) consecutive month period at the expense of Borrowers, (B) at any time an Event of Default shall have has occurred and be is continuing, Borrowers there shall not be obligated such other and additional appraisals as Agent may request at the expense of Borrowers, and (C) at any other times there shall be such other appraisals as Agent may request at its expense; and (ii) as to reimburse Agent for field examinations, (A) there shall be no more than one (1) field examination in any twelve (12) consecutive month period at the expense of Borrowers, unless Average Excess Availability, for any period of thirty (30) consecutive days, is less than $30,000,000 or Borrowers and their Subsidiaries, on a consolidated combined basis, have TTM EBITDA of less than $100,000,000 during any calendar yearsuch twelve (12) consecutive month period, more than one appraisal in which case, at Agent’s option, there may be up to two (2) field examinations at the expense of each type of Collateral Borrowers during such twelve (other than M&E constituting Collateral12) during any calendar yearconsecutive month period, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability an Event of Default has occurred and is less than continuing, there shall be such other field examinations as Agent may request at the greater expense of (x) 12.5% of the Maximum Credit Amount Borrowers, and (yC) $5,000,000, the Borrowers at any other times there shall be obligated to reimburse such other field examinations as Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar yearmay request at its expense.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination, appraisal, environmental site assessment and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ ' business valuation; provided, that (Ai) so long as no Event of Default shall have occurred and be continuing and Borrower has Excess Availability of at least $7,500,000, Borrower shall not be obligated to reimburse Agent for more than 2 field examinations during any calendar year, (ii) so long as no Event of Default shall have occurred and be continuing and Borrower has Excess Availability of less than $7,500,000, Borrower shall not be obligated to reimburse Agent for more than 3 field examinations during any calendar year, (iii) so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for more than one field examination (A) 2 appraisals of each component of the Real Property Collateral during the term of this Agreement and (B) 1 appraisal of the Loan Parties’ Equipment during any calendar year, more than one appraisal (iv) so long as no Event of each type Default shall have occurred and be continuing and Borrower has Excess Availability of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability is less than the greater of (x) 12.5% of the Maximum Credit Amount and (y) $5,000,00012,500,000, the Borrowers Borrower shall not be obligated to reimburse Agent for one additional field examination and one additional more than 1 appraisal of each type the Loan Parties’ Inventory during any calendar year and (v) so long as no Event of Collateral Default shall have occurred and be continuing and Borrower has Excess Availability of less than $12,500,000, Borrower shall not be obligated to reimburse Agent for more than 2 appraisals of the Loan Parties’ Inventory during any calendar year.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Parent’s, any Loan PartyBorrower’s or its Subsidiaries’ business valuation; provided, provided that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse the Agent for more than two (2) field examinations, two (2) appraisals of the Rolling Stock Collateral (one field examination during any calendar year(1) of which may be a desktop appraisal), more than additional interim Rolling Stock appraisals conducted in Agent’s Permitted Discretion with respect to “used” Rolling Stock Collateral (as described in the definition of Borrowing Base) and one (1) appraisal of each type Real Property that is part of Collateral (other than M&E constituting Collateral) during any calendar yearthe Borrowing Base, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year after the date on which Excess Availability is has been less than the greater of (x) 12.515% of the Maximum Credit Revolver Amount and (y) $5,000,00020,250,000, the Borrowers shall be obligated to reimburse Agent for 3 consecutive business days during such calendar year, one (1) additional field examination and examination, one (1) additional appraisal of each type the Rolling Stock Collateral); provided, further, that appraisals of Collateral during any calendar yearRolling Stock and/or Real Estate shall be conducted only from and after such property is included in the Borrowing Base.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees, charges or expenses paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Holdings or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than one (1) field examination during any calendar yearand two (2) fleet appraisals (or, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability is less than the greater of (x) 12.515% of the Maximum Credit Amount and Line Cap or (y) $5,000,0005,000,000 for 3 consecutive Business Days, one (1) additional field examination and one (1) additional fleet appraisal of the Collateral) during any twelve-month period; and provided further, that following the occurrence and during the continuation of an Event of Default, such field examinations and/or fleet appraisals may be conducted at the Borrowers’ expense as many times as Agent shall consider reasonably necessary. Inventory appraisals shall be conducted in Agent’s reasonable discretion, provided that, so long as no Event of Default shall have occurred and be continuing, the Borrowers shall not be obligated to reimburse Agent for more than one additional field examination and one additional (1) Inventory appraisal of each type of Collateral during any calendar year.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower and its Subsidiaries performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, or to appraise the Collateral, or any portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for more than one 2 field examination examinations during any calendar year, more than one appraisal of each type of Collateral 12 consecutive months (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year unless Excess Availability is less than the greater of (x) 12.5% of the Maximum Credit Amount and (y) exceeds $5,000,000175,000,000 at all times during such 12 consecutive months, the Borrowers in which case Borrower shall not be obligated to reimburse Agent for one additional more than 1 field examination and one additional appraisal in such 12 consecutive months), or more than 4 full appraisals (or desktop appraisals, at Agent's discretion) of each type of Collateral the Equipment during any calendar year12 consecutive months. (d) Section 6.3(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties (for the avoidance of doubt, in no event shall Nuverra Rocky Mountain be permitted to merge or consolidate into any Loan Party or Subsidiary of any Loan Party). (e) Section 6.10 of the Credit Agreement is hereby amended by (i) amending clause (c) thereof the delete the word "and" at the end thereof, (ii) amending and restating clause (d) thereof to read in its entirety as follows, and (iii) inserting a new clause (e) at the end thereof to read in its entirety as follows:

Field Examination and Other Fees. Borrowers Borrower shall pay to the Administrative Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower and its Subsidiaries performed by personnel employed by the Administrative Agent, and (ii) if implementedthe fees or charges paid or incurred by the Administrative Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its their Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; provided, provided that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall the Borrower will not be obligated to reimburse Agent for more than one 2 field examination examinations and 1 inventory appraisals during any calendar year; provided further, more than one appraisal of each type of Collateral that the Borrower will be obligated to reimburse for (other than M&E constituting Collaterali) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such up to 1 additional field exam and 1 additional inventory appraisal during any calendar year is in which a desktop appraisal) Trigger Period occurs and (Bii) if at any time an unlimited number of field exams and appraisals upon the occurrence and during a calendar year Excess Availability is less than the greater continuance of (x) 12.5% an Event of the Maximum Credit Amount and (y) $5,000,000, the Borrowers shall be obligated to reimburse Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar yearDefault.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan Party’s Borrower's or its Subsidiaries’ ' business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than (i) one (1) field examination during any per each calendar yearquarter, more than (ii) one (1) appraisal of the Inventory (including Spare Parts) prior to the Maturity Date, or (iii) one (1) appraisal of each type Aircraft, together with its respective Engines, Propellers, and Appliances, prior to the Maturity Date; provided, further, any such appraisal of Collateral (the Aircraft, together with its respective Engines, Propellers, Appliances and any Spare Parts shall be performed by HeliValue$, Inc., or such other appraiser acceptable to the Agent and reasonably acceptable to the "Required Lenders" as defined in the Term Debt Credit Agreement. Anything to the contrary in this Agreement notwithstanding, this Agreement and the other Loan Documents shall not include any fees, including any closing fee, arrangement fee, commitment fee, unused commitment fee, exit fee, prepayment fee or penalty, servicing fee or other similar fees, other than M&E constituting Collateral(i) during any calendar yearthe fees expressly set forth in this Section 2.10, more than two appraisals (ii) fees, disbursements and other charges of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) the Agent and Lenders set forth in the definition of “Lender Group Expenses” and (Biii) if at any time during fees directly related to an amendment or waiver of a calendar year Excess Availability is less than the greater of (x) 12.5% of the Maximum Credit Amount and (y) $5,000,000, the Borrowers shall be obligated to reimburse Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar yearLoan Document.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) <a fee fee>the per diem charge of $<1,000 per day, day,>1,400 per examiner, plus <reasonable documented >out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by personnel employed by or on behalf of Agent, and (ii) if implementedthe reasonable fees, a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket charges or expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, thereof or to assess any Loan Party’s or its Subsidiaries’ Parties' business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one 1 field examination during any calendar year, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any in such calendar year (provided that at least one increasing to 2 field examinations if a Weekly Reporting Event has occurred during such calendar year), and 1 inventory appraisal during any in such calendar year is (increasing to 2 inventory appraisals if a desktop appraisalWeekly Reporting Event has occurred during such calendar year), in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). The foregoing notwithstanding, ‎(x) and (B) if at any time during a calendar year Excess Availability is less than the greater of (x) 12.5% of the Maximum Credit Amount and (y) $5,000,000, the Borrowers Canadian Loan Parties shall not be obligated to reimburse the Agent or any Lender for one additional any ‎fees, costs or charges attributable to any field examination, audit, appraisal or other examination of ‎any US Loan Party or German Borrower, (y) the Belgian Loan Parties shall ‎not be obligated to reimburse the Agent or any Lender for any fees, ​ costs or charges attributable to ‎any field examination, audit, appraisal or other examination of any US Loan Party or German Borrower, and one additional appraisal (z) German Borrower shall not be obligated to reimburse ‎the Agent or any Lender for any fees, costs or charges attributable to any field examination, audit, ‎appraisal or other examination of each type of Collateral during any calendar year.US Loan Party, Canadian Loan Party or Belgian Loan Party‎.

Field Examination and Other Fees. Borrowers shall pay to Administrative Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (if) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Administrative Agent, and (iig) if implementedthe fees or charges paid or incurred by Administrative Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; provided, that (A) Borrowers shall be obligated to reimburse Administrative Agent for all field examinations and appraisals of Inventory conducted at any time an Event of Default shall have occurred and be continuing; (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Administrative Agent for more than one field examination during any calendar year, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any calendar year for more than 1 field examination and more than 1 full appraisal of Inventory; and (provided that at least one such appraisal A) without duplication or limitation of the preceding subclauses (A) and (B), so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Administrative Agent during any calendar year is a desktop appraisal) and (B) if for any additional field examinations or appraisals of Inventory unless at any time during a such calendar year Excess the Combined Availability is less than falls below the greater of (x) $93,750,000 and 12.5% of the Maximum Credit Amount Combined Commitment, in which case, so long as no Event of Default shall have occurred and (y) $5,000,000be continuing, the Borrowers shall not be obligated to reimburse Administrative Agent during such calendar year for one more than 1 such additional field examination and one and/or more than 1 such additional appraisal of each type of Collateral during any calendar yearInventory, as applicable.

Field Examination and Other Fees. Borrowers Borrower shall pay to Agent, for the account of Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Servicer, Borrower, or its Borrower’s Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyServicer’s, Borrower’s, or Borrower’s or its Subsidiaries’ business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers Borrower shall not be obligated to reimburse Agent for (i) more than one 3 field examination during any calendar yearexaminations, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral the Collateral, or valuations, during any calendar year performed by or at the direction of Agent or (provided that at least one ii) more than $35,000 in the aggregate for all such appraisal during examinations, appraisals, and valuations for any calendar year is a desktop appraisal) and (B) if performed by or at any time during a calendar year Excess Availability is less than the greater direction of (x) 12.5% of the Maximum Credit Amount and (y) $5,000,000Agent. In conducting such field examinations, the Borrowers appraisals, or valuations, Agent shall be obligated acting on its own behalf and on behalf of Trustee and the Lenders; Borrower shall permit Trustee and any Lender, and each of their respective duly authorized representatives or agents to reimburse accompany Agent for one on any such field examination, appraisal, or valuation, but, shall not be required to permit such additional Persons to conduct separate or simultaneous field examination examinations, appraisals, or valuations and, so long as no Event of Default shall have occurred and one be continuing, shall not pay any fees, costs or expenses of such additional appraisal of each type of Collateral during any calendar yearPersons.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, appraisal and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any the Loan Party Parties performed by personnel employed by or on behalf of Agent, and (ii) if implementedthe fees, charges, or expenses paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any the Loan Party or its SubsidiariesParties, to establish electronic collateral reporting systems, systems or to appraise the Collateral, Collateral or any portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation; provided, provided that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated required to reimburse Agent for more than only (A) with respect to field examinations, (i) one field examination during any per calendar year, more plus (ii) one additional field examination per calendar year if at any time during such calendar year Excess Availability has been less than or equal to 25% of the Maximum Revolver Amount, plus (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (B) with respect to appraisals, (i) one appraisal of each type of Collateral (other than M&E constituting Collateral) during any each calendar year, more than two appraisals of M&E constituting Collateral during any plus (ii) one additional appraisal per calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) of each type of Collateral if at any time during a such calendar year Excess Availability is has been less than the greater of (x) 12.5or equal to 25% of the Maximum Credit Amount Revolver Amount, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and (y) $5,000,000, “Eligible M&E,” to the Borrowers shall extent relating to an Acquisition and the applicable assets to be obligated acquired in such Acquisition are to reimburse Agent for one additional field examination and one additional appraisal be included in the calculation of each type of Collateral during any calendar yearthe Borrowing Base.

Field Examination and Other Fees. Borrowers Each Borrower Group shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of such Borrower Group and any Loan Party performed Subsidiaries of such Borrower Group by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of such Borrower Group and any Loan Party or its SubsidiariesSubsidiaries of such Borrower Group, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan Partysuch Person’s or its Subsidiaries’ business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers no Borrower Group shall not be obligated to reimburse Agent for more than one 1 field examination examination, 1 inventory appraisal, 1 equipment appraisal and 1 real property appraisal for such Borrower Group during any calendar year; provided, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar yearfurther, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year US ABL Excess Availability is less than the greater of (x) 5.25% of the Aggregate Maximum Amount and $15,750,000 at any time during the calendar year, Aggregate Excess Availability is less than the greater of 12.5% of the Aggregate Maximum Credit Amount and (y) $5,000,00037,500,000 at any time during the calendar year, or US Aggregate Excess Availability is less than the Borrowers greater of 7.5% of the Aggregate Maximum Amount and $22,500,000 at any time during any calendar year, then each Borrower Group shall be obligated to reimburse Agent for an additional field examination, an additional appraisal of inventory, an additional equipment appraisal and an additional real property appraisal during such calendar year. For avoidance of doubt, a field examination of both the US Borrowers and the German Borrower shall count as one additional field examination and one additional an appraisal of each type any category of Collateral during any calendar yearassets of both the US Borrowers and the German Borrower shall count as one appraisal of such category of assets.

Field Examination and Other Fees. Borrowers shall pay to Agent, Agent field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; providedprovided that: (i) as to appraisals, that (A) so long as there shall be no more than two (2) inventory appraisals in any twelve (12) consecutive month period at the expense of Borrowers, (B) at any time an Event of Default shall have has occurred and be is continuing, Borrowers there shall not be obligated such other and additional appraisals as Agent may request at the expense of Borrowers, and (C) at any other times there shall be such other appraisals as Agent may request at its expense; and (ii) as to reimburse Agent for field examinations, (A) there shall be no more than one (1) field examination in any twelve (12) consecutive month period at the expense of Borrowers, unless Average Excess Availability, for any period of thirty (30) consecutive days, is less than $30,000,000 or Borrowers and their Subsidiaries, on a consolidated combined basis, have TTM EBITDA of less than $100,000,000 during any calendar yearsuch twelve (12) consecutive month period, more than one appraisal in which case, at Agent’s option, there may be up to two (2) field examinations at the expense of each type of Collateral Borrowers during such twelve (other than M&E constituting Collateral12) during any calendar yearconsecutive month period, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability an Event of Default has occurred and is less than continuing, there shall be such other field examinations as Agent may request at the greater expense of (x) 12.5% of the Maximum Credit Amount Borrowers, and (yC) $5,000,000, the Borrowers at any other times there shall be obligated to reimburse such other field examinations as Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar yearmay request at its expense.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan Party’s Borrower's or its Subsidiaries’ ' business valuation; provided, that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than than: (i) (1) one field examination during any calendar year, more than one (1) Inventory appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any per calendar year so long as Availability is equal to or greater than $17,500,000 (provided that such amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14), and (2) at least one such appraisal during any Agent's discretion, two (2) Inventory appraisals per calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess so long as Availability is less than $17,500,000 (such amount to be increased pro rata with the greater amount of (x) 12.5% of any increase in the Maximum Credit Amount and (y) $5,000,000Commitments pursuant to Section 2.14); provided, the Borrowers however, that there shall be no limit on the number of Inventory appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time Default or Event of Default exists or has occurred and is continuing; (ii) at Agent's discretion, one (1) Real Property appraisal for one additional field examination and one additional appraisal each parcel of each type of Collateral during any Real Property constituting Eligible Real Property per calendar year, so long as Availability is less than $23,500,000 (such amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14); provided, however, that there shall be no limit on the number of Real Property appraisals for each parcel of Real Property constituting Eligible Real Property that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing; (iii) at Agent's discretion, one (1) Equipment appraisal per calendar year so long as Availability is less than $23,500,000 (such amount to be increased pro rata with the amount of any increase in the Commitments pursuant to Section 2.14); provided, however, that there shall be no limit on the number of Equipment appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing; and (iv) at Agent's discretion, one (1) Intellectual Property appraisal per calendar year; provided, however, that there shall be no limit on the number of Intellectual Property appraisals that Agent may conduct or request or for which Borrowers are obligated to reimburse Agent at any time a Default or Event of Default exists or has occurred and is continuing. (g) By deleting the reference to "$25,000,000" in Section 2.11(b)(i) of the Credit Agreement and by substituting in lieu thereof a reference to "$10,000,000 or, if requested in writing by Borrowers at least five (5) days prior to proposed increase date, an amount greater than $10,000,000 but less than or equal to $25,000,000." (h) By deleting Section 2.11(f) of the Credit Agreement and by substituting the following in lieu thereof:

Field Examination and Other Fees. Borrowers shall pay to Agent, Agent field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows follows: (i) a fee of $1,000 per day, per examiner, plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party Borrower performed by personnel employed by Agent, and (ii) if implementedthe fees or charges paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Loan Party Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Loan PartyBorrower’s or its Subsidiaries’ business valuation; providedprovided that: (i) as to appraisals, that (A) so long as there shall be no more than two (2) inventory appraisals in any twelve (12) consecutive month period at the expense of Borrowers, (B) at any time an Event of Default shall have has occurred and be is continuing, Borrowers there shall not be obligated such other and additional appraisals as Agent may 21 request at the expense of Xxxxxxxxx, and (C) at any other times there shall be such other appraisals as Agent may request at its expense; and (ii) as to reimburse Agent for field examinations, (A) there shall be no more than one (1) field examination in any twelve (12) consecutive month period at the expense of Borrowers, unless Average Excess Availability, for any period of thirty (30) consecutive days, is less than $30,000,000 or Borrowers and their Subsidiaries, on a consolidated combined basis, have TTM EBITDA of less than $100,000,000 during any calendar yearsuch twelve (12) consecutive month period, more than one appraisal in which case, at Agent’s option, there may be up to two (2) field examinations at the expense of each type of Collateral Borrowers during such twelve (other than M&E constituting Collateral12) during any calendar yearconsecutive month period, more than two appraisals of M&E constituting Collateral during any calendar year (provided that at least one such appraisal during any calendar year is a desktop appraisal) and (B) if at any time during a calendar year Excess Availability an Event of Default has occurred and is less than continuing, there shall be such other field examinations as Agent may request at the greater expense of (x) 12.5% of the Maximum Credit Amount Borrowers, and (yC) $5,000,000, the Borrowers at any other times there shall be obligated to reimburse such other field examinations as Agent for one additional field examination and one additional appraisal of each type of Collateral during any calendar yearmay request at its expense.

Field Examination and Other Fees. Borrowers shall pay to Agent, field examination, appraisal, appraisal and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any the Loan Party Parties performed by personnel employed by byor on behalf of Agent, and (ii) if implementedthe fees or, charges, or expenses paid or incurred by Agent (but, in any event, no less than a fee charge of $1,000 per day, per examinerPerson, plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging) for the establishment of electronic collateral reporting and (iii) the actual fees and charges paid or incurred by Agent plus reasonable documented out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any the Loan Party or its SubsidiariesParties, to establish electronic collateral reporting systems, systems or to appraise the Collateral, Collateral or any portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation; provided, provided that (A) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated obligatedrequired to reimburse Agent for more than (A) one (1)only (A) with respect to field examinations, (i) one field examination during any calendar year, more than one appraisal of each type of Collateral (other than M&E constituting Collateral) during any calendar year, more than two appraisals of M&E constituting Collateral during any anyper calendar year (provided that at least or two (2) field examinations during any, plus (ii) one such appraisal during any additional field examination per calendar year is a desktop appraisal) and (B) if at any time during a such calendar year Excess Availability is less than the greater of (x) 12.5falls below 22.5% of the Maximum Credit Revolver Amount during such calendar year), or (B) more than 1has been less than or equal to the Trigger Level, plus (iii) each other field examination ordered during the existence of an Event of Default, plus (iv) each other field examination contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base and (yB) $5,000,000with respect to appraisals, the Borrowers shall be obligated to reimburse Agent for (i) one additional field examination and one additional appraisal of each type of Collateral during any calendar yeareach calendar year, plus (ii) one additional appraisal per calendar year of each type of Collateral if at any time during such calendar year Excess Availability has been less than or equal to the Trigger Level, plus (iii) each other appraisal ordered or commenced during the existence of an Event of Default, plus (iv) each appraisal contemplated in the definitions of “Eligible Accounts,” “Eligible Inventory,” “Eligible Real Property,” and “Eligible M&E,” to the extent relating to an Acquisition and the applicable assets to be acquired in such Acquisition are to be included in the calculation of the Borrowing Base.