Common use of Field Examinations; Appraisals Clause in Contracts

Field Examinations; Appraisals. The Company shall provide (i) an Acceptable Appraisal in respect of the Inventory of the Borrowers and (ii) an Acceptable Field Examination in respect of the Inventory and the Accounts and related accounts of the Borrowers, in each case one time during each fiscal year of the Company (or (A) at any time during an Additional Appraisal/Exam Period, at the request of the Administrative Agent, two times in each fiscal year of the Company (provided that no Acceptable Appraisal or Acceptable Field Examination, as applicable, may be required pursuant to this clause (A) if an Acceptable Appraisal in respect of Inventory or an Acceptable Field Examination, respectively, has been provided within the prior six months) and (B) at any time that any Event of Default exists, as often as the Administrative Agent may reasonably require). At the request of the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers as often as the Administrative Agent may reasonably require. For the avoidance of doubt, the Company shall be permitted to deliver an Acceptable Appraisal in respect of Eligible Machinery and Equipment of the U.S. Borrowers at its option at any time. At the request of the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers as often as the Administrative Agent may reasonably require. Each such appraisal and field examination shall be at the sole cost and expense of the Company.

Field Examinations; Appraisals. The Company shall provide (i) an Acceptable Appraisal in respect of the Inventory of the Borrowers and (ii) an Acceptable Field Examination in respect of the Inventory and the Accounts and related accounts of the Borrowers, at the request of the Administrative Agent, in each case no more than one time during each fiscal year of the Company (or (A) at any time during an Additional Appraisal/Exam Period, at the request of the Administrative Agent, no more than two times in each fiscal year of the Company (provided that no Acceptable Appraisal or Acceptable Field Examination, as applicable, may be required pursuant to this clause (A) if an Acceptable Appraisal in respect of Inventory or an Acceptable Field Examination, respectively, has been provided within the prior six months) and (B) at any time that any Event of Default exists, as often as the Administrative Agent may reasonably require). At the request of the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers as often as the Administrative Agent may reasonably require. For the avoidance of doubt, the Company shall be permitted to deliver an Acceptable Appraisal in respect of Eligible Machinery and Equipment of the U.S. Borrowers at its option at any time. At the request of the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers as often as the Administrative Agent may reasonably require. Each such appraisal and field examination shall be at the sole cost and expense of the Company.

Field Examinations; Appraisals. The Company shall provide (i) an Acceptable Appraisal in respect of the Inventory of the Borrowers and (ii) an Acceptable Field Examination in respect of the Inventory and the Accounts and related accounts of the Borrowers, in each case one time during each fiscal year of the Company (or (A) at any time during an Additional Appraisal/Exam Period, at the request of the Administrative Agent, two times in each fiscal year of the Company (provided that no Acceptable Appraisal or Acceptable Field Examination, as applicable, may be required pursuant to this clause (A) if an Acceptable Appraisal in respect of Inventory or an Acceptable Field Examination, respectively, has been provided within the prior six months) and (B) at any time that any Event of Default exists, as often as the Administrative Agent may reasonably require). At the request of the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers as often as the Administrative Agent may reasonably require. For the avoidance of doubt, the Company shall be permitted to deliver an Acceptable Appraisal in respect of Eligible Machinery and Equipment of the U.S. Borrowers at its option at any time. At the request of the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers as often as the Administrative Agent may reasonably require. Each such appraisal and field examination shall be at the sole cost and expense of the Company.

Field Examinations; Appraisals. The Company shall provide In the case of succeeding sub-clause (i) an Acceptable Appraisal in respect A), once during each Fiscal Year of the Inventory Borrowers, (ii) in the case of succeeding sub-clause (B), once during each Fiscal Year of the Borrowers, (iii) in the case of either sub-clause (A) or (B) at any time that a Dominion Period is in effect, twice during each Fiscal Year of the Borrowers and (iiiv) an Acceptable Field Examination in respect the case of the Inventory and the Accounts and related accounts of the Borrowers, in each case one time during each fiscal year of the Company (or (A) at any time during an Additional Appraisal/Exam Period, at the request of the Administrative Agent, two times in each fiscal year of the Company (provided that no Acceptable Appraisal or Acceptable Field Examination, as applicable, may be required pursuant to this either sub-clause (A) if an Acceptable Appraisal in respect of Inventory or an Acceptable Field Examination, respectively, has been provided within the prior six months) and (B) at any time that any Default or Event of Default exists, as often as the Administrative Agent may request, (A) an appraisal of the Inventory of the Borrowers and (B) collateral examination of the Inventory and Accounts and related accounts of the Borrowers, in each case, in scope, and from a third-party appraiser and a third-party consultant, respectively, reasonably require). At the request of satisfactory to the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), and the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall provide an Acceptable Appraisal in respect of the Eligible Machinery and Equipment of the U.S. Borrowers as often as the Administrative Agent may reasonably require. For the avoidance of doubt, the Company shall be permitted to deliver an Acceptable Appraisal in respect of Eligible Machinery and Equipment of the U.S. Borrowers at its option at any time. At the request of the Administrative Agent at any time during an Additional Appraisal/Exam Period (which request shall not be made more than one time during each fiscal year of the Company), the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers; provided that any time that any Event of Default exists, the Company shall assist the Administrative Agent in procuring an Acceptable Appraisal in respect of the Eligible Real Property of the U.S. Borrowers as often as the Administrative Agent may reasonably require. Each such appraisal and field examination shall be at the sole cost and expense of the CompanyBorrowers, and the results of such appraisal and collateral examination shall be in form, scope and substance reasonably satisfactory to the Administrative Agent. In addition, at the time of, or as promptly as practicable following, consummation of any Permitted Acquisition in which the net book value of all Accounts (excluding Accounts owing by Visa, MasterCard, American Express Company or Discover) and Inventory located in the United States acquired by one or more Borrowers pursuant to, and (without duplication) of all Persons acquired pursuant to the respective Permitted Acquisition who are or will become Borrowers following, such Permitted Acquisition exceeds $7,500,000, the Borrowers shall cause to be delivered to the Administrative Agent an appraisal and collateral examination as described in clauses (A) and (B) of the immediately preceding sentence, meeting all of the requirements following said clauses and at the sole cost and expense of the Borrowers, in each case in form, scope and substance reasonably satisfactory to the Administrative Agent, covering the business and assets acquired (or owned by Persons acquired) pursuant to the respective Permitted Acquisition; provided, that if such appraisal and collateral examination is not delivered within 90 days after the date of the respective Permitted Acquisition, such failure shall not constitute a Default or Event of Default hereunder, but shall result in the immediate exclusion of all assets so acquired (or of Persons so acquired) from the Borrowing Base until a satisfactory such appraisal and collateral examination is delivered to the Administrative Agent.