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 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 conducted except (i) 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, (ii) if Specified Excess Availability shall be less than 12.5% of the Line 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 day 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 127 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 Parties (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. 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 conducted except at the expense of the Credit Parties unless (i) if a Specified an 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 12.520% of the Line Cap for five consecutive Business DaysMaximum 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 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 Lendersday; provided further that, notwithstanding the foregoing, in the 127 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 Parties (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)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 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 conducted except (i) if a Specified Event of Default shall have occurred and be continuing, in which case any such field examination examinations and appraisals determined to be reasonably necessary by of the Administrative Agent in its Permitted Discretion commenced during the continuance of such Specified Event of Default Inventory shall be at the expense of the Credit Parties, Parties and (ii) if Specified Excess Availability shall be less than 12.5% of the Line 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 day 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 127 1095171012\7\AMERICAS 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 Parties 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 included for the purposes of any limitation on the number of field examinations considered Eligible Inventory or Inventory appraisals set forth in this Section 5.7)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.

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 contained in this Agreement (including 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 conducted except 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 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 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, (iiy) if Specified Excess Availability shall be less than 12.5% of in addition to the Line Cap for five consecutive Business Daysforegoing, 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 and (iii) the Administrative Agent may, in its Permitted Discretion, may conduct one additional field examination and one additional Inventory appraisal during such in any period of 12 consecutive months at the sole expense of the Lenders; provided further that, notwithstanding the foregoing, Lenders and (z) in the 127 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 Parties 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 included for the purposes of any limitation on the number of field examinations considered Eligible Inventory or Inventory appraisals set forth in this Section 5.7)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.

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 contained in this Agreement (including Section 10.2)10.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be conducted except at the expense of the 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) if a Specified an 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 Loan Parties, or (ii) if Specified Excess Availability shall be less than 12.5the greater of (x) 2015.0% of the Line Cap for five consecutive Business Daysand (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 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 Lendersday; provided further that, notwithstanding the foregoing, in the 127 1095171012\7\AMERICAS 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 Parties 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 (and 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 not 201 within 60 days cause an inventory appraisal and/or field exam to be included for conducted as of the purposes last day of any limitation on the number calendar month most recently ended prior to the date of field examinations or Inventory appraisals set forth in this Section 5.7such 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. (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 ​ 168 ​ 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), (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 conducted except 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 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 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, (iiy) if Specified Excess Availability shall be less than 12.5% of in addition to the Line Cap for five consecutive Business Daysforegoing, 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 and (iii) the Administrative Agent may, in its Permitted Discretion, may conduct one additional field examination and one additional Inventory appraisal during such in any period of 12 consecutive months at the sole expense of the Lenders; provided further that, notwithstanding the foregoing, Lenders and (z) in the 127 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 Parties 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 included for the purposes of any limitation on the number of field examinations considered Eligible Inventory or Inventory appraisals set forth in this Section 5.7)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.

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 contained in this Agreement Section 10.04 or any other Loan Document, (including Section 10.2)i) unless an Increased Reporting Event has occurred, only no more than one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be conducted except (i) 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 calendar year shall be at the expense of the Credit Loan Parties, (ii) if Specified Excess Availability during any calendar year in which an Increased Reporting Event has occurred, the Administrative Agent shall be less than 12.5% of the Line Cap for five consecutive Business Daysentitled to conduct up to two additional field examinations and collateral appraisals as it determines are necessary or appropriate in its Permitted Discretion, in which each 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 and Loan Parties, (iii) after the Administrative Agent mayoccurrence of and during the occurrence of an Event of Default, in its Permitted Discretion, conduct one additional all field examination exams and one additional Inventory appraisal during such period of 12 consecutive months appraisals shall be at the sole expense of the Lenders; provided further thatLoan Parties, notwithstanding the foregoing, and (iv) in the 127 1095171012\7\AMERICAS 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 be included for count towards the purposes of any limitation on the number of field examinations or Inventory appraisals limit set forth in this Section 5.7the 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 5.7119 Section, 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 contained in this Agreement (including Section 10.2)10.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be conducted except at the expense of the 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) if a Specified an 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 Loan Parties, or (ii) if Specified Excess Availability shall be less than 12.5the greater of (x) 20% of the Line Cap for five consecutive Business Daysand (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 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 Lendersday; provided further that, notwithstanding notwith-standing the foregoing, in the 127 1095171012\7\AMERICAS 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 Parties (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)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.. 172

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 contained in this Agreement (including 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 conducted except 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 a Specified an 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, (iiy) if Specified Excess Availability shall be less than 12.5% of in addition to the Line Cap for five consecutive Business Daysforegoing, 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 and (iii) the Administrative Agent may, in its Permitted Discretion, may conduct one additional field examination and one additional Inventory appraisal during such in any period of 12 consecutive months at the sole expense of the Lenders; provided further that, notwithstanding the foregoing, Lenders and (z) in the 127 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 Parties 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 included for the purposes of any limitation on the number of field examinations considered Eligible Inventory or Inventory appraisals set forth in this Section 5.7)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.

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 contained in this Agreement Section 10.04 or any other Loan Document, (including Section 10.2)i) unless an Increased Reporting Event has occurred, only no more than one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be conducted except (i) 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 calendar year shall be at the expense of the Credit Loan Parties, (ii) if Specified Excess Availability during any calendar year in which an Increased Reporting Event has occurred, the Administrative Agent shall be less than 12.5% of the Line Cap for five consecutive Business Daysentitled to conduct up to two additional field examinations and collateral appraisals as it determines are necessary or appropriate in its Permitted Discretion, in which each 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 and Loan Parties, (iii) after the Administrative Agent mayoccurrence of and during the occurrence of an Event of Default, in its Permitted Discretion, conduct one additional all field examination exams and one additional Inventory appraisal during such period of 12 consecutive months appraisals shall be at the sole expense of the Lenders; provided further thatLoan Parties, notwithstanding the foregoing, and (iv) in the 127 1095171012\7\AMERICAS 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 be included for count towards the purposes of any limitation on the number of field examinations or Inventory appraisals limit set forth in this Section 5.7the 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 contained in this Agreement (including 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 conducted except 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 a Specified an 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, (iiy) if Specified Excess Availability shall be less than 12.5% of in addition to the Line Cap for five consecutive Business Daysforegoing, 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 and (iii) the Administrative Agent may, in its Permitted Discretion, may conduct one additional field examination and one additional Inventory appraisal during such in any period of 12 consecutive months at the sole expense of the Lenders; provided further that, notwithstanding the foregoing, Lenders and (z) in the 127 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 Parties 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 included for the purposes of any limitation on the number of field examinations considered Eligible Inventory or Inventory appraisals set forth in this Section 5.7)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

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 contained in this Agreement (including 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 conducted except 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 a Specified an 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, (iiy) if Specified Excess Availability shall be less than 12.5% of in addition to the Line Cap for five consecutive Business Daysforegoing, 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 and (iii) the Administrative Agent may, in its Permitted Discretion, may conduct one additional field examination and one additional Inventory appraisal during such in any period of 12 consecutive months at the sole expense of the Lenders; provided further that, notwithstanding the foregoing, Lenders and (z) in the 127 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 Parties 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 included for the purposes of any limitation on the number of field examinations considered Eligible Inventory or Inventory appraisals set forth in this Section 5.7)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.. 160

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 contained in this Agreement (including Section 10.2)10.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be conducted except at the expense of the 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) if a Specified an 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 Loan Parties, or (ii) if Specified Excess Availability shall be less than 12.5the greater of (x) 20% of the Line Cap for five consecutive Business Daysand (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 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 Lendersday; provided further that, notwithstanding the foregoing, in the 127 1095171012\7\AMERICAS 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 Parties (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)Loan 145 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 contained in this Agreement (including Section 10.2)10.04, only one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be conducted except at the expense of the 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) if a Specified an 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 Loan Parties, or (ii) if Specified Excess Availability shall be less than 12.5the greater of (x) 15.0% of the Line Cap for five consecutive Business Daysand (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 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 Lendersday; provided further that, notwithstanding the foregoing, in the 127 1095171012\7\AMERICAS 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 Parties 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 (and 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 not within 60 days cause an inventory appraisal and/or field exam to be included for conducted as of the purposes last day of any limitation on the number calendar month most recently ended prior to the date of field examinations or Inventory appraisals set forth in this Section 5.7such 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.. SECTION 6.18

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 contained in this Agreement Section 10.04 or any other Loan Document, (including Section 10.2)i) unless an Increased Reporting Event has occurred, only no more than one such field examination and only one such Inventory appraisal in any period of 12 consecutive months shall be conducted except (i) 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 calendar year shall be at the expense of the Credit Loan Parties, (ii) if Specified Excess Availability during any calendar year in which an Increased Reporting Event has occurred, the Administrative Agent shall be less than 12.5% of the Line Cap for five consecutive Business Daysentitled to conduct up to two additional field examinations and collateral appraisals as it determines are necessary or appropriate in its Permitted Discretion, in which each 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 and Loan Parties, (iii) after the Administrative Agent mayoccurrence of and during the occurrence of an Event of Default, in its Permitted Discretion, conduct one additional all field examination exams and one additional Inventory appraisal during such period of 12 consecutive months appraisals shall be at the sole expense of the Lenders; provided further thatLoan Parties, notwithstanding the foregoing, and (iv) in the 127 1095171012\7\AMERICAS 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 be included for count towards the purposes of any limitation on the number of field examinations or Inventory appraisals limit set forth in this Section 5.7the 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.