Common use of Field Examinations and Inventory Appraisals Clause in Contracts

Field Examinations and Inventory Appraisals. The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.2, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless (i) an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Parties, or (ii) Excess Availability shall be less than 20% of the Maximum Credit on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit Parties. For purposes of this Section 5.7, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.7, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. (a) The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.2, only one (i) any such field examination examinations and only one such appraisals of the Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless (i) an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Parties, or (ii) Excess Availability shall be less than 20% of the Maximum Credit on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted SubsidiaryAcquisition, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit PartiesParties it being understood that until such field examinations or appraisals under this clause (ii) have been complete any Inventory and Accounts so acquired shall not be considered Eligible Inventory or Eligible Accounts. For purposes of this Section 5.75.13, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by the Administrative Agent or professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.75.13, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders. (b) The Credit Parties shall pay to the Administrative Agent promptly at the conclusion of any field examination performed by or for the benefit of the Administrative Agent (whether such examination is performed by the Administrative Agent’s employees or by a third party retained by the Administrative Agent), and for which the Credit Parties are obligated under Section 5.13(a), a field examination fee in an amount equal to $1,500 (or such other amount customarily charged by the Administrative Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked)), plus a per examination field examination management fee in the amount of $2,500 (or, such other amount customarily charged by the Administrative Agent to its customers), plus all costs and disbursements incurred by the Administrative Agent in the performance of such examination, and provided that if third parties are retained to perform such field examinations, either at the request of another Lender or for extenuating reasons determined by the Administrative Agent in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of the Credit Parties and shall not be subject to the foregoing limits.

Field Examinations and Inventory Appraisals. The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary contained in this Agreement (including Section 10.2), only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless conducted except (i) an if a Specified Event of Default shall have occurred and be continuing, in which case any field examination and appraisals determined to be reasonably necessary by the Administrative Agent in its Permitted Discretion commenced during the continuance of such Specified Event of Default shall be at the expense of the Credit Parties, or (ii) if Specified Excess Availability shall be less than 2012.5% of the Maximum Credit on any dayLine Cap for five consecutive Business Days, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during the period of 12 consecutive months commencing on such dayday and (iii) the Administrative Agent may, in its Permitted Discretion, conduct one additional field examination and one additional Inventory appraisal during such period of 12 consecutive months at the sole expense of the Lenders; provided further that, notwithstanding the foregoing, in the 1095171012\7\AMERICAS event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit PartiesParties (and shall not be included for the purposes of any limitation on the number of field examinations or Inventory appraisals set forth in this Section 5.7). For purposes of this Section 5.7, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.7, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ ' assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. (a) The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and ​ ​ control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.2, (w) only one such field examination (other than the Initial ABL Collateral Reports which are at the sole expense of the Credit Parties) and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless Excess Availability shall be less than the greater of (i) an $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for five consecutive Business Days and until such time as Excess Availability shall be equal to or greater than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for 30 consecutive calendar days, one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during such 12 consecutive month period, (x) if a Specified Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Specified Event of Default shall be at the expense of the Credit Parties, or (iiy) Excess Availability shall be less than 20% of in addition to the Maximum Credit on any dayforegoing, in which case the Administrative Agent may conduct one additional field examination and one additional Inventory appraisal may be conducted in any period of 12 consecutive months at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, Lenders and (z) in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit PartiesParties it being understood that until such field examinations or appraisals under this clause (z) have been complete any Inventory and Accounts so acquired shall not be considered Eligible Inventory or Eligible Accounts. For purposes of this Section 5.75.13, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by the Administrative Agent or professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.75.13, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders. (b) The Credit Parties shall pay to the Administrative Agent promptly at the conclusion of any field examination performed by or for the benefit of the Administrative Agent (whether such examination is performed by the Administrative Agent’s employees or by a third party retained by the Administrative Agent), and for which the Credit Parties are obligated under Section 5.13(a), a field examination fee in an amount equal to $1,500 (or such other amount customarily charged by the Administrative Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked)), plus a per ​ ​ examination field examination management fee in the amount of $2,500 (or, such other amount customarily charged by the Administrative Agent to its customers), plus all costs and disbursements incurred by the Administrative Agent in the performance of such examination, and provided that if third parties are retained to perform such field examinations, either at the request of another Lender or for extenuating reasons determined by the Administrative Agent in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of the Credit Parties and shall not be subject to the foregoing limits.

Field Examinations and Inventory Appraisals. (a) The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.2, (w) only one such field examination (other than the Initial ABL Collateral Reports which are at the sole expense of the Credit Parties) and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless Excess Availability shall be less than the greater of (i) an $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for five consecutive Business Days and until such time as Excess Availability shall be equal to or greater than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for 30 consecutive calendar days, one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during such 12 consecutive month period, (x) if a Specified Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Specified Event of Default shall be at the expense of the Credit Parties, or (iiy) Excess Availability shall be less than 20% of in addition to the Maximum Credit on any dayforegoing, in which case the Administrative Agent may conduct one additional field examination and one additional Inventory appraisal may be conducted in any period of 12 consecutive months at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, Lenders and (z) in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit PartiesParties it being understood that until such field examinations or appraisals under this clause (z) have been complete any Inventory and Accounts so acquired shall not be considered Eligible Inventory or Eligible Accounts. For purposes of this Section 5.75.13, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by the Administrative Agent or professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.75.13, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders. (b) The Credit Parties shall pay to the Administrative Agent promptly at the conclusion of any field examination performed by or for the benefit of the Administrative Agent (whether such examination is performed by the Administrative Agent’s employees or by a third party retained by the Administrative Agent), and for which the Credit Parties are obligated under Section 5.13(a), a field examination fee in an amount equal to $1,500 (or such other amount customarily charged by the Administrative Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked)), plus a per examination field examination management fee in the amount of $2,500 (or, such other amount customarily charged by the Administrative Agent to its customers), plus all costs and disbursements incurred by the Administrative Agent in the performance of such examination, and provided that if third parties are retained to perform such field examinations, either at the request of another Lender or for extenuating reasons determined by the Administrative Agent in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of the Credit Parties and shall not be subject to the foregoing limits.

Field Examinations and Inventory Appraisals. (a) The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the DMFIRM #406105327 v2 144 Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.2, only one (v) any such field examination and examinations shall be at the expense of the Credit Parties, (w) only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless Excess Availability shall be less than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for five consecutive Business Days and until such time as Excess Availability shall be equal to or greater than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for 30 consecutive calendar days, one additional appraisal may be conducted at the expense of the Credit Parties during such 12 consecutive month period, (x) if an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Parties, or (iiy) Excess Availability shall be less than 20% of in addition to the Maximum Credit on any dayforegoing, in which case the Administrative Agent may conduct one additional field examination and one additional Inventory appraisal may be conducted in any period of 12 consecutive months at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, Lenders and (z) in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit PartiesParties it being understood that until such field examinations or appraisals under this clause (z) have been complete any Inventory and Accounts so acquired shall not be considered Eligible Inventory or Eligible Accounts. For purposes of this Section 5.75.13, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by the Administrative Agent or professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.75.13, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders. (b) The Credit Parties shall pay to the Administrative Agent promptly at the conclusion of any field examination performed by or for the benefit of the Administrative Agent (whether such examination is performed by the Administrative Agent’s employees or by a third party retained by the Administrative Agent), and for which the Credit Parties are obligated under Section 5.13(a), a field examination fee in an amount equal to $1,500 (or such other amount customarily charged by the Administrative Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked)), plus a per examination field examination management fee in the amount of $2,500 (or, such other amount customarily charged by the Administrative Agent to its customers), plus all costs and disbursements incurred by the Administrative Agent in the performance of such examination, and provided that if third parties are retained to perform such field examinations, either at the request of another Lender or for extenuating reasons determined by the Administrative Agent in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of the Credit Parties and shall not be subject to the foregoing limits. DMFIRM #406105327 v2 145

Field Examinations and Inventory Appraisals. The Credit Loan Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Loan Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.210.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Loan Parties (other than the first 12 consecutive months after the Closing Date, in which three Inventory appraisals shall be at the expense of the Loan Parties) unless (i) an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Loan Parties, or (ii) Excess Availability shall be less than the greater of (x) 20% of the Maximum Credit Line Cap and (y) $25,000,000 on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Loan Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding notwith-standing the foregoing, in the event that the Borrower shall have consummated any Permitted Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiarysimilar Investment, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Loan Parties as a result thereof or owned by such Restricted Subsidiarythereof, and any such field examinations and appraisals shall be at the expense of the Credit Loan Parties. For purposes of this Section 5.76.17, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Loan Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Loan Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.76.17, may prepare and distribute to the Lenders certain Reports reports pertaining to the Credit Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. The Credit Loan Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Loan Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.210.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Loan Parties (other than the first 12 consecutive months after the Closing Date, in which three Inventory appraisals shall be at the expense of the Loan Parties) unless (i) an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Loan Parties, or (ii) Excess Availability shall be less than the greater of (x) 20% of the Maximum Credit Line Cap and (y) $25,000,000 on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Loan Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Borrower shall have consummated any Permitted Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiarysimilar Investment, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Loan Parties as a result thereof or owned by such Restricted Subsidiarythereof, and any such field examinations and appraisals shall be at the expense of the Credit Loan Parties. For purposes of this Section 5.76.17, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Loan Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Loan Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.76.17, may prepare and distribute to the Lenders certain Reports reports pertaining to the Credit Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. The Credit Parties will Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Administrative Collateral Agent and and/or any Persons representatives designated by the Administrative Collateral Agent (including any consultants, accountants, appraisers accountants and attorneys designated lawyers retained by the Administrative Collateral Agent) to visit the properties of the Loan Parties to conduct (a) periodic field examinations of the books and records of the Borrower and the other Credit Parties relating to Inventory appraisals at the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and expense; provided, however, (bA) appraisals of the Inventory included in the Borrowing Basesubject to clause (C) below, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided thatuntil March 5, notwithstanding anything to the contrary in Section 10.22024, only one such field examination and one such appraisal shall be permitted at the Borrower’s expense during such period; (B) subject to clause (C) below, from and after March 5, 2024, only one such Inventory field examination and one such appraisal shall be permitted at the Borrower’s expense in any period twelve month period; provided that, in the event that Excess Availability is less than the greater of 12 (x) fifteen percent (15.0%) of the Borrowing Base (calculated without giving effect to the Term Pushdown Reserve) and (y) $45,000,000, in any such case for five (5) consecutive months Business Days in any twelve month period, two such field examinations and two such appraisals shall be permitted at the Borrower’s expense of during the Credit Parties unless twelve month period following such event; and (iC) notwithstanding the limitations set forth in the foregoing clauses (A) and (B), (1) additional field examinations and Inventory appraisals shall be permitted at the Borrower’s expense if an Event of Default shall have has occurred and be is continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense sole discretion of the Credit PartiesCollateral Agent, or and (ii2) Excess Availability shall be less than 20% of the Maximum Credit on any day, in which case one additional field examination and one additional Inventory appraisal may in any twelve month period shall be conducted permitted at the Lenders’ expense of as the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding Collateral Agent in its reasonable discretion deems necessary or appropriate. Notwithstanding the foregoing, in so long as (1) no Event of Default has occurred and is continuing and (2) the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted SubsidiaryABL Agents conduct, the Borrower may request that and furnish to the Administrative Agent conduct a copies of any field examination and an appraisal with respect to the Accounts examinations and Inventory acquired appraisals conducted by the applicable ABL Agent or its retained professionals in accordance with the ABL Credit Parties as a result thereof or owned Agreement and the ABL Intercreditor Agreement, together with any backup material reasonably requested by such Restricted Subsidiarythe Collateral Agent, the Agents and any the Lenders shall rely on such field examinations and inventory appraisals shall be at conducted by the expense applicable ABL Agent or its retained professionals in lieu of conducting independent field examinations and Inventory appraisals pursuant to the Credit Parties. For purposes terms of this Section 5.7, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets5.01(f)(ii). All The field examinations and inventory appraisals described in Section 3.01(a)(xii) shall not be conducted by professionals (including appraisers) reasonably satisfactory included in the determination of whether field examinations or Inventory appraisals may be undertaken pursuant to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.7, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders5.01(f)(ii).

Field Examinations and Inventory Appraisals. The Credit Loan Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Loan Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.210.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Loan Parties (other than the first 12 consecutive months after the Closing Date, in which three Inventory appraisals shall be at the expense of the Loan Parties) unless (i) an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Loan Parties, or (ii) Excess Availability shall be less than 20the greater of (x) 2015.0% of the Maximum Credit Line Cap and (y) $25,000,000 on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Loan Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Borrower shall have consummated any Permitted Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiarysimilar Investment, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Loan Parties as a result thereof or owned by such Restricted Subsidiarythereof, and any such field examinations and appraisals shall be at the expense of the Credit Loan Parties; and provided further that, at the request of the Borrower, the Administrative Agent may, in its Permitted Discretion, agree that only one such field examination and only one such Inventory appraisal shall be conducted in any period of 24 consecutive months (so long as during any such 24 consecutive month period, no Borrowings are outstanding) (however, if a Borrowing occurs when the most recent Inventory appraisal and/or field exam was conducted more than 12 months prior to that Borrowing, the Administrative Agent shall within 60 days cause an inventory appraisal and/or field exam to be conducted as of the last day of the calendar month most recently ended prior to the date of such Borrowing). For purposes of this Section 5.76.17, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Loan Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Loan Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.76.17, may prepare and distribute to the Lenders certain Reports reports pertaining to the Credit Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. The Credit Parties Parent Borrower and the Subsidiaries will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, accountants and appraisers and attorneys designated retained by the Administrative Agent) to conduct (a) field examinations of the books and records of the Parent Borrower and the other Credit Parties Subsidiaries relating to the Parent Borrower’s 's computation of the Borrowing Base (or any component thereof thereof) and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable such time or times during normal business hours and as often as may reasonably be requested by the Administrative AgentAgent in its Permitted Discretion; provided that, notwithstanding anything to the contrary in Section 10.210.04 or any other Loan Document, only (i) unless an Increased Reporting Event has occurred, no more than one such field examination and only one such Inventory appraisal in any period of 12 consecutive months calendar year shall be at the expense of the Credit Parties unless Loan Parties, (iii) during any calendar year in which an Increased Reporting Event has occurred, the Administrative Agent shall be entitled to conduct up to two additional field examinations and collateral appraisals as it determines are necessary or appropriate in its Permitted Discretion, in each case at the expense of the Loan Parties, (iii) after the occurrence of and during the occurrence of an Event of Default shall have occurred and be continuingDefault, in which case any all field examination exams and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Loan Parties, or and (iiiv) Excess Availability shall be less than 20% of the Maximum Credit on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Parent Borrower or any Subsidiary shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiaryan 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) a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Domestic Loan Parties as a result thereof or owned by such Restricted Subsidiarythereof, and any such field examinations and appraisals shall be at the expense of the Credit Loan Parties (and shall not count towards the limit set forth in the immediately preceding proviso). For the avoidance of doubt, the Administrative Agent may conduct field examinations and appraisals in addition to those set forth in the immediately preceding sentence, but such additional field examinations and appraisals shall not be at the expense of the Loan Parties. For purposes of this Section 5.7paragraph, it is understood and agreed that a single field examination and a single or appraisal may be conducted at multiple relevant sites and involve one or more Credit Loan Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge Each Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section 5.7Section, may prepare and distribute to the Lenders certain Reports reports pertaining to the Credit Loan Parties’ ' assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. (a) The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.2, only one (v) any such field examination and examinations shall be at the expense of the Credit Parties, (w) only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless Excess Availability shall be less than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for five consecutive Business Days and until such time as Excess Availability shall be equal to or greater than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for 30 consecutive calendar days, one additional appraisal may be conducted at the expense of the Credit Parties during such 12 consecutive month period, (x) if an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Parties, or (iiy) Excess Availability shall be less than 20% of in addition to the Maximum Credit on any dayforegoing, in which case the Administrative Agent may conduct one additional field examination and one additional Inventory appraisal may be conducted in any period of 12 consecutive months at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, Lenders and (z) in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit PartiesParties it being understood that until such field examinations or appraisals under this clause (z) have been complete any Inventory and Accounts so acquired shall not be considered Eligible Inventory or Eligible Accounts. For purposes of this Section 5.75.13, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by the Administrative Agent or professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.75.13, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders. (b) The Credit Parties shall pay to the Administrative Agent promptly at the conclusion of any field examination performed by or for the benefit of the Administrative Agent (whether such examination is performed by the Administrative Agent’s employees or by a third party retained by the Administrative Agent), and for which the Credit Parties are obligated under Section 5.13(a), a field examination fee in an amount equal to $1,500 (or such other amount customarily charged by the Administrative Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked)), plus a per examination field examination management fee in the amount of $2,500 (or, such other amount customarily charged by the Administrative Agent to its customers), plus all costs and disbursements incurred by the Administrative Agent in the performance of such examination, and provided that if third parties are retained to perform such field examinations, either at the request of another Lender or for extenuating reasons determined by the Administrative Agent in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of the Credit Parties and shall not be subject to the foregoing limits.

Field Examinations and Inventory Appraisals. The Credit Loan Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Loan Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.210.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Loan Parties (other than the first 12 consecutive months after the Closing Date, in which three Inventory appraisals shall be at the expense of the Loan Parties) unless (i) an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Loan Parties, or (ii) Excess Availability shall be less than 20the greater of (x) 15.0% of the Maximum Credit Line Cap and (y) $25,000,000 on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Loan Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Borrower shall have consummated any Permitted Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiarysimilar Investment, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Loan Parties as a result thereof or owned by such Restricted Subsidiarythereof, and any such field examinations and appraisals shall be at the expense of the Credit Loan Parties; and provided further that, at the request of the Borrower, the Administrative Agent may, in its Permitted Discretion, agree that only one such field examination and only one such Inventory appraisal shall be conducted in any period of 24 consecutive months (so long as during any such 24 consecutive month period, no Borrowings are outstanding) (however, if a Borrowing occurs when the most recent Inventory appraisal and/or field exam was conducted more than 12 months prior to that Borrowing, the Administrative Agent shall within 60 days cause an inventory appraisal and/or field exam to be conducted as of the last day of the calendar month most recently ended prior to the date of such Borrowing). For purposes of this Section 5.76.17, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Loan Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Loan Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.76.17, may prepare and distribute to the Lenders certain Reports reports pertaining to the Credit Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. The Credit Parties Parent Borrower and the Subsidiaries will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, accountants and appraisers and attorneys designated retained by the Administrative Agent) to conduct conduct, at the Loan Parties’ expense, (a) field examinations of the books and records of the Parent Borrower and the other Credit Parties Subsidiaries relating to the Parent Borrower’s computation of the Borrowing Base (or any component thereof thereof) and the related practices and reporting and control systems and (b) appraisals of the Eligible Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable such time or times during normal business hours and as often as may reasonably be requested by the Administrative AgentAgent in its Permitted Discretion; provided that, notwithstanding anything to the contrary in Section 10.210.04 or any other Loan Document, only (i) unless an Increased Reporting Event has occurred, no more than one such field examination and only one such Inventory appraisal in any period of 12 consecutive months calendar year shall be at the expense of the Credit Parties unless Loan Parties, (iii) during any calendar year in which an Increased Reporting Event has occurred, the Administrative Agent shall be entitled to conduct up to two additional field examinations and collateral appraisals as it determines are necessary or appropriate in its Permitted Discretion, in each case at the expense of the Loan Parties, (iii) after the occurrence of and during the occurrence of an Event of Default shall have occurred and be continuingDefault, in which case any all field examination exams and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Loan Parties, or and (iiiv) Excess Availability shall be less than 20% of the Maximum Credit on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Parent Borrower or any Subsidiary shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiaryan 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) a field examination and an appraisal with respect to the Eligible Accounts and Eligible Inventory acquired by the Credit Loan Parties as a result thereof or owned by such Restricted Subsidiarythereof, and any such field examinations and appraisals shall be at the expense of the Credit Loan Parties (and shall not count towards the limit set forth in the immediately preceding proviso). For the avoidance of doubt, the Administrative Agent may conduct field examinations and appraisals in addition to those set forth in the immediately preceding sentence, but such additional field examinations and appraisals shall not be at the expense of the Loan Parties. For purposes of this Section 5.7paragraph, it is understood and agreed that a single field examination and a single or appraisal may be conducted at multiple relevant sites and involve one or more Credit Loan Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge Each Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section 5.7Section, may prepare and distribute to the Lenders certain Reports reports pertaining to the Credit Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. The Credit Parties will Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Administrative Collateral Agent and and/or any Persons representatives designated by the Administrative Collateral Agent (including any consultants, accountants, appraisers accountants and attorneys designated lawyers retained by the Administrative Collateral Agent) to visit the properties of the Loan Parties to conduct (a) periodic field examinations of the books and records of the Borrower and the other Credit Parties relating to inventory appraisals at the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and expense; provided, however, (bA) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything subject to the contrary in Section 10.2clauses (B) throughand (EC) below, only one such field examination and only one twoone such Inventory appraisal appraisalsappraisal shall be permitted at the Borrower’s expense in any period twelve month period; (B) in the event that Excess Availability is less than the greater of 12 (x) twenty-fivefifteen percent (25. 015.0%) of the Borrowing Base (calculated without giving effect to the Term Pushdown Reserve) and (y) $50,000,00045,000,000 , in any such case for threefive (35) consecutive months Business Days in any twelve month period, two such field examinations shall be permitted at the Borrower’s expense in such twelve month period; (C) (C) in the event that Excess Availability is less than fifteen percent (15.0%) of the Credit Parties unless Borrowing Base (icalculated without giving effect to the Term Pushdown Reserve) an for three (3) consecutive Business Days in any twelve month period, three such field examinations and threetwo such appraisals shall be permitted at the Borrower’s expense in such twelve month period; and (D) (D) notwithstanding the limitations set forth in the foregoing clauses (A), (B) and (B), (C1), additional field examinations and appraisals shall be permitted (1) at the Borrower’s expense if a Specified Event of Default shall have has occurred and be is continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense sole discretion of the Credit PartiesCollateral Agent, or xxxxx (ii2) Excess Availability shall be less than 20% of the Maximum Credit on any day, in which case one additional field examination and one additional appraisal may in any twelve month period shall be permitted at the Lender Parties’ expense as the Collateral Agent in its reasonable discretion deems necessary or appropriate; and (E) (E) in addition to the foregoing, the Collateral Agent shall be entitled to cause to be conducted at the expense of the Credit Parties one inventory appraisal during the period of 12 consecutive months commencing on such day; provided further thatDecember 15, notwithstanding 2020 and ending on April 30, 2021 or upon the foregoingsooner occurrence of an Event of Default, in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals which shall be at the Borrower’s expense of and shall not be subject to (or included in) the Credit Parties. For purposes of limitations set forth in this Section 5.7, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All 5.01(f)(ii) on the number of field examinations and or appraisals shall for which the Collateral Agent is entitled to be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.7, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lendersreimbursed in any period.

Field Examinations and Inventory Appraisals. The Credit Parties Parent Borrower and the Subsidiaries will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, accountants and appraisers and attorneys designated retained by the Administrative Agent) to conduct conduct, at the Loan Parties’ expense, (a) field examinations of the books and records of the Parent Borrower and the other Credit Parties Subsidiaries relating to the Parent Borrower’s computation of the Borrowing Base (or any component thereof thereof) and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable such time or times during normal business hours and as often as may reasonably be requested by the Administrative AgentAgent in its Permitted Discretion; provided that, notwithstanding anything to the contrary in Section 10.210.04 or any other Loan Document, only (i) unless an Increased Reporting Event has occurred, no more than one such field examination and only one such Inventory appraisal in any period of 12 consecutive months calendar year shall be at the expense of the Credit Parties unless Loan Parties, (iii) during any calendar year in which an Increased Reporting Event has occurred, the Administrative Agent shall be entitled to conduct up to two additional field examinations and collateral appraisals as it determines are necessary or appropriate in its Permitted Discretion, in each case at the expense of the Loan Parties, (iii) after the occurrence of and during the occurrence of an Event of Default shall have occurred and be continuingDefault, in which case any all field examination exams and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Loan Parties, or and (iiiv) Excess Availability shall be less than 20% of the Maximum Credit on any day, in which case one additional field examination and one additional appraisal may be conducted at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, in the event that the Parent Borrower or any Subsidiary shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiaryan 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) a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Loan Parties as a result thereof or owned by such Restricted Subsidiarythereof, and any such field examinations and appraisals shall be at the expense of the Credit Loan Parties (and shall not count towards the limit set forth in the immediately preceding proviso). For the avoidance of doubt, the Administrative Agent may conduct field examinations and appraisals in addition to those set forth in the immediately preceding sentence, but such additional field examinations and appraisals shall not be at the expense of the Loan Parties. For purposes of this Section 5.7paragraph, it is understood and agreed that a single field examination and a single or appraisal may be conducted at multiple relevant sites and involve one or more Credit Loan Parties and their assets. All field examinations and appraisals shall be conducted by professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge Each Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section 5.7Section, may prepare and distribute to the Lenders certain Reports reports pertaining to the Credit Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

Field Examinations and Inventory Appraisals. (a) The Credit Parties will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants, appraisers and attorneys designated by the Administrative Agent) to conduct (a) field examinations of the books and records of the Borrower and the other Credit Parties relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related practices and reporting and control systems and (b) appraisals of the Inventory included in the Borrowing Base, all upon reasonable notice and at reasonable times during normal business hours and as often as may reasonably be requested by the Administrative Agent; provided that, notwithstanding anything to the contrary in Section 10.2, only one (v) any such field examination and examinations shall be at the expense of the Credit Parties, (w) only one such Inventory appraisal in any period of 12 consecutive months shall be at the expense of the Credit Parties unless Excess Availability shall be less than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for five consecutive Business Days and until such time as Excess Availability shall be equal to or greater than the greater of (i) $9,750,000 and (ii) 15% of the lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect for 30 consecutive calendar days, one additional appraisal may be conducted at the expense of the Credit Parties during such 12 consecutive month period, (x) if an Event of Default shall have occurred and be continuing, in which case any field examination and appraisals commenced during the continuance of such Event of Default shall be at the expense of the Credit Parties, or (iiy) Excess Availability shall be less than 20% of in addition to the Maximum Credit on any dayforegoing, in which case the Administrative Agent may conduct one additional field examination and one additional Inventory appraisal may be conducted in any period of 12 consecutive months at the expense of the Credit Parties during the period of 12 consecutive months commencing on such day; provided further that, notwithstanding the foregoing, Lenders and (z) in the event that the Borrower shall have consummated any Acquisition or shall have designated any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower may request that the Administrative Agent conduct a field examination and an appraisal with respect to the Accounts and Inventory acquired by the Credit Parties as a result thereof or owned by such Restricted Subsidiary, and any such field examinations and appraisals shall be at the expense of the Credit PartiesParties it being understood that until such field examinations or appraisals under this clause (z) have been complete any Inventory and Accounts so acquired shall not be considered Eligible Inventory or Eligible Accounts. For purposes of this Section 5.75.13, it is understood and agreed that a single field examination and a single appraisal may be conducted at multiple relevant sites and involve one or more Credit Parties and their assets. All field examinations and appraisals shall be conducted by the Administrative Agent or professionals (including appraisers) reasonably satisfactory to the Administrative Agent and conducted and prepared on a basis reasonably satisfactory to the Administrative Agent. The Credit Parties acknowledge that the Administrative Agent, after exercising its rights under this Section 5.75.13, may prepare and distribute to the Lenders certain Reports pertaining to the Credit Parties’ assets for internal use by the Administrative Agent and the Lenders. DMFIRM #406105327 v12 168 (b) The Credit Parties shall pay to the Administrative Agent promptly at the conclusion of any field examination performed by or for the benefit of the Administrative Agent (whether such examination is performed by the Administrative Agent’s employees or by a third party retained by the Administrative Agent), and for which the Credit Parties are obligated under Section 5.13(a), a field examination fee in an amount equal to $1,500 (or such other amount customarily charged by the Administrative Agent to its customers per day for each person employed to perform such evaluation (based on an eight (8) hour day, and subject to adjustment if additional hours are worked)), plus a per examination field examination management fee in the amount of $2,500 (or, such other amount customarily charged by the Administrative Agent to its customers), plus all costs and disbursements incurred by the Administrative Agent in the performance of such examination, and provided that if third parties are retained to perform such field examinations, either at the request of another Lender or for extenuating reasons determined by the Administrative Agent in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of the Credit Parties and shall not be subject to the foregoing limits.