Common use of Inspections; Appraisals Clause in Contracts

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, from time to timeAgent no more than two (2) times per Fiscal Year, subject to reasonable notice (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrowers or Subsidiarytheir Subsidiaries, inspect, audit and make extracts from any Obligor’s Borrowers' or Subsidiary’s their Subsidiaries' books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s Borrower's or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrowers to make any inspection, nor or to share any results of any inspection, appraisal or report with Borrowers; provided, Borrowers shall provide Agent with copies of the results of any Obligorinspection, appraisal or report obtained by Bank of America, N.A. in connection with the Revolver Debt Documents. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems reasonably appropriate, up to three times one time per Loan Fiscal Year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Fiscal Year; provided, howeverthat, that if an examination or appraisal is initiated during a Default or an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s 's internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three two times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection; provided, however, that such participation shall be at their own expenseexpense unless an Event of Default has occurred and is continuing. Neither Agent nor any Lender Secured Parties shall not have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all of its reasonable, documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes. (c) Permit Agent to have full and continuous access to Borrowers’ collateral analysis files and virtual file room.

Inspections; Appraisals. (a) Permit the Agent, or its representatives or designees, from time to time, subject (except when a Default or an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the Properties of any Obligor or SubsidiaryObligor, at the Borrowers’ expense as provided in clause (b) below, inspect, audit and make extracts from any Obligor’s corporate, financial or Subsidiary’s books and operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) such Obligor’s or Subsidiary’s business, financial condition, assets, prospects assets and results of operations. Lenders may participate operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 20% of the Line Cap for a period of 10 consecutive Business Days during such 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (ii) during any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s request. No such inspection or visit shall unduly interfere with the business or inspectionoperations of any Obligor, at their own expensenor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Each of the Obligors acknowledge acknowledges that all inspections, appraisals and reports are prepared by the Agent and Lenders for their purposes, and Obligors no Obligor shall not be entitled to rely upon them. (b) Reimburse the Agent for all charges, reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 14.2) of the Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as the Agent deems appropriate, up to three times per Loan Year; and (ii) field examinations and inventory appraisals of Inventory Collateral comprising the Borrowing Base; in each case subject to the limitations on such examinations, audits and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsappraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, Obligors the Borrowers specifically agree to pay the Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of the Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit the Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit the Administrative Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of the Borrower or any Obligor or Subsidiary, Subsidiary and to inspect, audit and make extracts from any Obligorthe Borrower’s or any Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligorthe Borrower’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations. The Lenders may participate in any such visit or inspection, at their own expense. Neither the Administrative Agent nor any Lender shall have any duty to any Obligor the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligorthe Borrower. Obligors acknowledge The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and the Lenders for their purposes, and Obligors the Borrower shall not be entitled to rely upon them. Notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or its designated representative) is then prohibited by Applicable Law or any agreement binding on the Borrower or any Subsidiary which agreement was not entered into in contemplation of this Agreement and does not apply to the Collateral or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product. (b) Reimburse the Administrative Agent for all reasonable and documented charges, costs and expenses of the Administrative Agent in connection with (iany inspections described in Section 6.01(a) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during the existence of a Default or Event of Default, all reasonable and documented charges, costs and expenses therefor shall be reimbursed by Borrowers the Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors the Borrower specifically agree agrees to pay the Administrative Agent’s then standard charges for each day that an employee of the Administrative Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two times per Loan Yearcalendar year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time two times per Loan Yearcalendar year; provided, however, that that: (A) Borrowers shall reimburse Agent for all charges, costs and expenses in connection with a third appraisal in any calendar year if such appraisal is commenced during any Reporting Trigger Period; (B) Borrowers shall reimburse Agent for all charges, costs and expenses in connection with a third examination in any calendar year if such examination is commenced during any Reporting Trigger Period; and (C) if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Collateral Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Obligors or Domestic Subsidiary, inspect, audit and make extracts from any Obligor’s Borrowers’ or Domestic Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Domestic Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense; provided, that upon the occurrence and during the continuation of an Event of Default, each Lender may participate in any visit or inspection conducted by Collateral Agent and all charges, costs and expenses of such Lender shall be paid by Borrowers; provided, further, that the Lenders will use commercially reasonable efforts to coordinate amongst such Lenders to minimize duplicative costs. Neither Collateral Agent nor any Lender shall have any duty to any Obligor Obligors to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligors. To the extent any other information is shared by Collateral Agent or a Lender with any Obligor. , such Obligors acknowledge acknowledges that all inspections, appraisals and reports are it was prepared by Agent and the Lenders for their purposes, purposes and Obligors shall not be entitled to rely upon themit. (b) Reimburse Collateral Agent for all charges, costs and expenses of Agent each Lender in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Collateral Agent deems appropriate, appropriate up to three two times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during the continuance of a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three four times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of DefaultDefault or while Availability is less than an amount equal to twenty percent (20%) of the then aggregate Revolver Commitments, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. For the calendar year ending December 31, 2014, at least two examinations will be held by Agent. For the calendar year beginning January 1, 2015, and every calendar year thereafter, at least one examination will be held by Agent during the calendar year and at least two examinations will be held by Agent during the calendar year if Availability on any day during such year is less than $35,000,000. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two times per Loan Yearcalendar year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time two times per Loan Yearcalendar year; provided, however, that that: (A) Borrowers shall reimburse Agent for all charges, costs and expenses in connection with a third appraisal in any calendar year if such appraisal is commenced during any Reporting Trigger Period; (B) Borrowers shall reimburse Agent for all charges, costs and expenses in connection with a third examination in any calendar year if such examination is commenced during any Reporting Trigger Period; and (C) if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and recordsrecords (except as prohibited by Applicable Law), and discuss with its officers, employeesother employees (with the consent of a Senior Officer which consent shall not be unreasonably withheld, conditioned or delayed and shall not be required during and Event of Default), agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and reasonable and documented expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, appropriate (up to three times examinations per Loan Yearyear unless a Trigger Period was in effect during such year, and up to four examinations in any year during which a Trigger Period was in effect); and (ii) periodic appraisals of Inventory and Equipment up to one time per Loan Year; providedInventory, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsas applicable. Subject to and without limiting the foregoing, Obligors at any time other than during the continuation of an Event of Default, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. As of the Closing Date, the Agent’s standard charges (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is which are subject to change at any time without notice to any Obligor) are $850 per day per employee, plus out of pocket expenses within the United States, and £500 per day per employee, plus out of pocket expenses within the U.K. During the continuation of an Event of Default, Borrowers agree to pay all charges any examination activities, including the charges of Agent’s internal appraisal group and any outside appraisers or part thereof.) examiners, all of which fees may be in excess of the Agent’s then standard charges and in excess of the limitations on the number of reimbursable examinations set forth above. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties Collateral of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants, and, after and for as long as an Event of Default continues, Borrowers authorize such independent accountants to discuss such Obligorfinancial matters with the Agent or any authorized representative thereof, such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any ObligorBorrower’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; appropriate and (ii) appraisals of Inventory and Equipment Inventory, in each case, up to one time per Loan Yearcalendar year or, for any calendar year in which a Reporting Trigger Period has occurred, two times per calendar year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, Agent or its representatives or designees, any Lender at any time and from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or any Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants of such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge Each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their its purposes, and Obligors such Obligor shall not be entitled to rely upon them. Agent and each Lender shall be bound by the provisions of Section 14.12 with respect to information obtained pursuant to this Section. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) up to three field examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, (ii) up to three times per Loan Year; appraisals of Pledged Equipment, and (iiiii) appraisals of Inventory and Equipment up to one time appraisal of Real Estate, in each case per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, or at any time Availability is less than $15,000,000, then all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitslimit. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or Administrative Agent and its representatives or designees, agents from time to time, subject to advance notice and during normal business hours (except when a Default or any Event of Default exists) to reasonable notice and normal business hours), to visit visit, inspect, and inspect appraise the Properties of any Obligor Credit Party or Subsidiary, inspect, audit audit, and make extracts from any ObligorCredit Party’s or Subsidiary’s books and records, records and discuss with its such Person’s officers, employees, agents, advisors advisors, and independent accountants (provided, that an officer or other representative of the applicable Credit Party or Subsidiary shall be permitted to be present for any discussions with the independent accountants) such Obligor’s or SubsidiaryPerson’s business, financial conditionposition, assets, prospects prospects, and results of operations; provided, that no Credit Party or their respective Subsidiaries will, pursuant to this Section 8.4, Section 8.6(a)(vi) or any other provision of this Agreement or any other Loan Document, be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to Administrative Agent, any agent thereof or any Lender is prohibited by applicable law or any binding agreement, (ii) except to the extent reasonably necessary in order to realize upon any of the Collateral as part of an exercise of remedies under this Agreement or the other Loan Documents, information constituting material trade secrets to the extent not materially relevant to the credit analysis of Credit Parties and their respective Subsidiaries and to the extent the disclosure of such trade secrets would be materially harmful to the business of any Credit Party or any of its Subsidiaries, or (iii) that is subject to attorney-client privilege (or similar legally-recognized privilege that would be lost by virtue of such disclosure to Administrative Agent, any agent thereof and the Lenders) or constitutes attorney work product. Lenders may participate in any such visit or inspection, inspection at their own expense. Neither Administrative Agent nor any Lender shall have any duty to any Obligor Credit Party or Subsidiary to make any inspection, appraisal or report nor to share any results of any inspection, appraisal appraisal, or report with any ObligorCredit Party or Subsidiary. Obligors Credit Parties acknowledge that all inspections, appraisals and reports are prepared by Administrative Agent and Lenders for their own purposes, and Obligors no Credit Party or Subsidiary shall not be entitled to receive them or rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Parent or any Obligor or Subsidiaryof its Subsidiaries, inspect, audit and make extracts from any Obligorof Parent’s or Subsidiary’s any of its Subsidiaries’ books and recordsrecords (other than privileged correspondence with legal counsel), and discuss with its officers, employees, agents, advisors and independent accountants such Obligor(with respect to independent accountants, in the presence of representatives of Obligors or otherwise with the consent of the Parent) Parent’s or Subsidiary’s any of its Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan YearInventory; provided, however, that if an examination or appraisal is initiated during a no Default or Event of DefaultDefault shall have occurred and be continuing, only one such examination and one such appraisal under the foregoing clauses (i) and (ii), respectively, per Fiscal Year shall be conducted at Borrowers’ expense (exclusive of any appraisals and examinations conducted pursuant to Section 10.1.9); provided, further, that if Total Excess Availability is less than 15% of the Commitments at any time during a Fiscal Year, one additional appraisal and one additional examination may be conducted at Borrowers’ expense during such Fiscal Year (exclusive of any appraisals and field examinations conducted pursuant to Section 10.1.9). Prior to the PP&E Component Implementation Date, Borrowers shall reimburse Agent for all charges, costs and expenses therefor of Agent in connection with appraisals of Equipment and Real Estate (and any other reports required under the Real Estate Related Documents). The foregoing shall be reimbursed by not limit Agent’s ability to perform additional appraisals or examinations at the sole expense of the Borrowers without regard to upon the occurrence and continuance of a Default or Event of Default (or if a Default or Event of Default was in existence at the time such limitsappraisal or examination was initiated), including, following the PP&E Component Implementation Date, additional appraisals and reports in respect of Equipment and Real Estate. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination and appraisal activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit AgentEach Borrower shall, or its representatives or designeesand shall cause each Restricted Subsidiary to, permit Administrative Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable prior notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or any Restricted Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or and Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate ; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any such visit or inspection, at their own expensecalendar year shall be permitted. Neither Administrative Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower or any Restricted Subsidiaries; provided that, the Administrative Agent will share a copy of any completed appraisal of Spare Parts Inventory for the limited purposes of calculating the Borrowing Base. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by (or at the direction of) the Administrative Agent and Lenders for their purposes, and the Obligors shall not be entitled to rely upon themthem except for the limited purposes of calculating the Borrowing Base. (b) Reimburse Agent for all chargesEach Borrower shall, costs and expenses of Agent in connection with (i) examinations of shall cause each Restricted Subsidiary to, permit Administrative Agent, upon reasonable prior notice, to examine any Obligor’s or Restricted Subsidiary’s books and records or any other financial or Collateral matters as Administrative Agent reasonably deems appropriate, up including appraisals of Spare Parts Inventory and field collateral examinations (i) which appraisals of Spare Parts Inventory shall be limited to three times one time per Loan Year; any 12-month period unless an Event of Default has occurred and is continuing and (ii) appraisals of Inventory and Equipment up which field collateral examinations shall be limited to (A) one time per Loan Yearany 12-month period or (B) 2 times per any 12-month period if any Loans are outstanding and either (I) for a period of 5 consecutive Business Days the amount equal to the sum of Excess Availability plus the Excess Availability Reserve is less than 20% of the Line Cap during such 12-month period at any time of measurement or (II) the Consolidated Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of the most recent Fiscal Quarter shall be less than 1.00 to 1.00; provided, however, that none of the foregoing limits shall apply if an examination or appraisal is initiated during a Default or the occurrence and continuation of any Event of Default. Each Obligor shall, and shall cause each Restricted Subsidiary to, reimburse Administrative Agent for all reasonable and documented charges, costs and expenses therefor shall be reimbursed by Borrowers without regard of Administrative Agent in connection with foregoing examinations and appraisals (including any inspections made pursuant to such limits. Subject to Section 10.1.1(a)), and without limiting the foregoing, Obligors specifically agree to pay Administrative Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including reasonable and shall pay the standard documented charges of for Administrative Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups and the reasonable and documented out-of-pocket charges of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) reasonably satisfactory to limit Administrative Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and recordsrecords (other than information which is subject to attorney-client privilege or would result in a breach of a confidentiality obligation of the Obligors to any other Person), and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense; provided, however, the Obligors shall, absent a continuing Event of Default, be given the opportunity to be present at any communications with their accountants. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. Agent may allow Borrower Agent to receive copies of any appraisals. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; , and (ii) appraisals of Inventory Inventory, Equipment and Equipment Real Estate up to two times in the Fiscal Year ending December 31, 2009 and up to one time per Loan Yearcalendar year thereafter; provided, however, that if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This This Section 10.1. 1 shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (but no more than once per fiscal quarter at Borrower’s expense, except when a Default or during the continuance of an Event of Default exists) Default), subject to reasonable notice and normal business hours, to visit and inspect the Properties of Borrower or any Obligor or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrower shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan YearInventory; provided, however, that if absent the occurrence and continuance of an examination or appraisal is initiated during a Default or Event of Default, all charges, costs (a) field examinations shall not be undertaken more than twice in each Fiscal Year and expenses therefor (b) appraisals and other audits of Collateral shall not be reimbursed by Borrowers without regard to such limitsundertaken more than twice in each Fiscal Year. Subject to and without limiting the foregoing, Obligors Borrower specifically agree agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesfield examinations, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject to reasonable notice (except when a Default or unless an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Borrower or any Obligor or Restricted Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or any Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor(provided that representatives of the Borrower shall be permitted to be present at any discussion with the independent accountants) Borrower’s or any Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal inspection or report with any Obligor. Obligors acknowledge Upon Borrower’s reasonable request, Agent shall provide Borrower with the results of any appraisals it obtains pursuant to Section 10.1.1 (b) in respect of Borrower’s or any Subsidiary Guarantor’s properties or assets subject to Agent’s right to redact portions of such appraisals in its Permitted Discretion. Each of Borrower and each Subsidiary Guarantor acknowledges that all inspections, appraisals and reports are prepared by or on behalf of Agent and Lenders for their purposes, and Obligors Borrower and Subsidiary Guarantors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges. Borrower and its Restricted Subsidiaries may place reasonable limits on access to information, costs the disclosure of which is subject to attorney-client or attorney work product privileges and expenses of Agent in connection with (i) examinations of neither Borrower nor any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor Restricted Subsidiary shall be reimbursed by Borrowers without regard required to such limitsdisclose any trade secrets. Subject to and without limiting Notwithstanding the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, appraisals and field examinations shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized be governed solely by Agent is $850 per day or part thereofSection 10.1.1(b).) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any Obligor’s Borrower's or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s Borrower's or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall not have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent Lender deems appropriate, up to three two times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s Lender's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s Lender's internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. This Section 10.1.1(a) shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times once per Loan Year; and (ii) appraisals an appraisal of Inventory and Equipment up to one time a Brand Appraisal, once per Loan Year; provided, however, that (i) during any Increased Field Exam/Appraisal Period, the Obligors shall reimburse Agent for up to two appraisals of Inventory, two Brand Appraisals, and two field examinations per Loan Year, and (ii) if an examination examination, Inventory appraisal or appraisal Brand Appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to any such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the reasonable and documented charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes. No calculation of the Revolver Borrowing Base or FILO Borrowing Base shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and Inventory appraisals reasonably satisfactory to Agent.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject to reasonable notice (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrowers or Subsidiarytheir Subsidiaries, inspect, audit and make extracts from any Obligor’s Borrowers’ or Subsidiary’s their Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrowers to make any inspection, nor or to share any results of any inspection, appraisal or report with Borrowers; provided, Borrowers shall provide Agent with copies of the results of any Obligorinspection, appraisal or report obtained by Bank of America, N.A. in connection with the Revolver Debt Documents. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems reasonably appropriate, up to three times one time per Loan Fiscal Year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Fiscal Year; provided, howeverthat, that if an examination or appraisal is initiated during a Default or an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or Keep its representatives or designees, books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP in all material respects and permit Agent from time to time, subject (except when a Default or unless an Event of Default exists) to reasonable prior notice and during normal business hours, to visit and inspect the Properties of any Obligor or Restricted Subsidiary, inspect, audit and make extracts from any Obligor’s or Restricted Subsidiary’s books and records, and and, subject to paragraph (b) below, discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations; provided, however, the Obligors shall, absent a continuing Event of Default, be given the opportunity to be present at any communications with their accountants. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three one (1) time per Loan Year (or two (2) times per Loan YearYear during any time in which Availability is less than the greater of (A) $15,500,000 and (B) 25% of the Borrowing Base); and (ii) appraisals of Inventory and Equipment up to one (1) time per Loan YearYear (or two (2) times per Loan Year during any time in which Availability is less than the greater of (A) $15,500,000 and (B) 25% of the Borrowing Base); provided, however, that if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limitslimits on examinations and appraisals (it being understood that any such examination once commenced, may be completed at Borrowers’ expense notwithstanding the cessation of such Event of Default). Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor or Subsidiarythe Obligors, inspect, audit and make extracts from any Obligor’s or Subsidiary’s Obligors’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s Obligors’ business, financial condition, assets, prospects assets and results of operationsoperations (it being understood that a representative of Parent shall be allowed to be present in any discussions with independent accountants). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor None of Agent, any Lender Issuing Bank or Lenders shall have any duty to any Obligor to make any inspection, nor shall Agent have any obligation to (but Agent may) share any results of any inspection, appraisal or report with any Obligor. Obligors The Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the limits provided in Section 10.1.1(b)) satisfactory to Agent and delivery to Agent of any material documents related to such Permitted Acquisition. (b) Reimburse Agent for all its reasonable out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three two (2) times per Loan Year (provided, that if at all times during such Loan Year (other than during the Covenant Relief Period), Availability measured as of each month-end (as reflected in the Loan Account) is greater than or equal to 40% of the Borrowing Base, Borrowers shall be obligated to only reimburse Agent for one (1) such examination conducted during such Loan Year); and (ii) appraisals of Inventory and Equipment up to one time two (2) times per Loan Year (provided, that if at all times during any Loan Year, the Inventory Formula Amount is less than 10% of the Borrowing Base and Availability measured as of each month-end (as reflected in the Loan Account) is greater than 10% of the Borrowing Base, Borrowers shall be obligated to only reimburse Agent for one (1) such appraisal conducted during such Loan Year); provided, however, that if an examination or appraisal is initiated during a Default or the existence of an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Parent and Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s its internal appraisal group. . (The current standard per diem charge for an employee c) Notwithstanding anything to the contrary contained in the Loan Documents, none of Parent, Borrowers and any of their Subsidiaries shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of such Person or any of its Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to Agent or the any Lender (or any of their respective representatives) is prohibited by any Applicable Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Parent, Borrowers or any Subsidiary owes confidentiality obligations to any third party currently utilized by Agent is $850 per day or part thereof(information of the type set forth in clauses (i) through (iv) collectively, “Confidential Information”).) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan Year; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Equipment Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, howeverfurther, that if an examination or appraisal is initiated during a Default or an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its discretionsole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determination, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, (x) prior to the Conversion Date, up to three two times per Loan Year and (y) after the Conversion Date, up to one time per Loan Year; and (ii) (x) prior to the Conversion Date, up to two appraisals of Inventory per Loan Year and Equipment (y) after the Conversion Date, up to one time appraisal of Inventory per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of DefaultDefault or during a Loan Year in which a Due Diligence Trigger Period exists or existed, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Dutch Borrowing Base or part thereof.) This Section U.S. Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, Agent or its representatives any representative thereof to inspect the properties and operations of Loan Parties at any reasonable time and with reasonable notice (or designees, from at any time to time, subject (except when without notice if a Default or Event of Default exists) to exists or if Agent reasonably believes that a fraud has occurred); and permit, at any reasonable time and with reasonable notice and normal business hours(or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent or any representative thereof to visit any or all of its offices, to visit discuss its financial matters with its officers and inspect its independent auditors (and each Loan Party hereby authorizes such independent auditors to discuss such financial matters with Agent or any representative thereof), and to examine (and, at the Properties expense of any Obligor or SubsidiaryLoan Parties), inspect, audit and make photocopy extracts from any Obligor’s of its books or Subsidiary’s books other records; and permit at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Agent reasonably believes that a fraud has occurred), Agent and its representatives to inspect the Collateral and other tangible assets of Loan Parties, to perform appraisals of the Collateral of Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and discuss with other data relating to the Rolling Stock, Accounts and any other Collateral. (b) Any Lender or its officersrepresentative shall be entitled, employeesat the sole expense of such Lender, agents, advisors and independent accountants such Obligor’s to accompany Agent or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in its representative on any such visit visitation, inspection or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors audit. (c) Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Loan Parties shall not be entitled to rely upon them. (bd) Reimburse All such inspections or audits by Agent for all charges, costs shall be at Loan Parties’ joint and several expense (including the reasonable fees and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yearits representatives and/or agents); provided, however, that if an examination or appraisal is initiated during other than with respect to inspections and audits conducted at any time a Default or Event of DefaultDefault exists, all chargesLoan Parties shall not be required to reimburse Agent for inspections or audits more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, costs records and expenses therefor shall be reimbursed by Borrowers without regard to such limitsassets of Loan Parties. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretioncommercially reasonable credit judgment, nor to use third parties for such purposes. Any Lender or its representative shall be entitled, at the sole expense of such Lender, to accompany Agent or its representative on any such visitation, inspection or audit. (e) Notwithstanding the foregoing, Loan Parties hereby acknowledge and agree that Agent shall have the right (and, upon the written demand of any Lender, shall have the obligation (such obligation to be satisfied if the following shall be commenced within 30 days after receipt of such demand)), at the sole expense of Loan Parties, to perform or commission (1) Rolling Stock Appraisals (x) on all Included Rolling Stock (i) every six months (unless the net if net book value of the Included Rolling Stock as set forth in the most recent Rolling Stock Appraisal is below $1,000,000), in which case no such Rolling Stock Appraisal shall be required and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default and (y) on any previously unappraised Eligible Included Rolling Stock upon any request by Loan Party Agent to include such previously unappraised Eligible Included Rolling Stock in the Borrowing Base and (2) Real Property appraisals, each conducted in accordance with the then applicable standards of the Appraisal Institute, on all Included Real Property (i) annually and (ii) at such other times and frequencies as Agent may reasonably determine appropriate after the occurrence and during the continuance of an Event of Default.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Obligor’s acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate but, up to three so long no Default or Event of Default has occurred and is continuing, in no event more frequently than one time per Loan Year or two times per Loan Year if a Trigger Period has occurred in such Loan Year; and (ii) all appraisals of Inventory as Agent deems appropriate but, so long as no Default or Event of Default has occurred and is continuing, no more frequently than one time per Loan Year (provided that the foregoing shall not limit the number of appraisals of Inventory Agent may conduct at its own expense in any Loan Year), (iii) appraisals of Equipment up to as Agent deems appropriate but, so long no Default or Event of Default has occurred and is continuing, in no event more frequently than one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all such charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Collateral Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Parent or any Obligor or Subsidiaryof its Subsidiaries, inspect, audit and make extracts from any ObligorParent’s or Subsidiary’s its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorParent’s or Subsidiary’s any of its Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent, Collateral Agent, Documentation Agent nor any Lender shall have any duty to Parent or any Obligor of its Subsidiaries to make any inspection, nor to share any results of any inspection, appraisal or report with Parent or any Obligorof its Subsidiaries. Obligors Parent and Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent, Collateral Agent, Documentation Agent and Lenders for their purposes, and Obligors neither Parent nor any of its Subsidiaries shall not be entitled to rely upon them. (b) Reimburse Collateral Agent for all charges, costs and expenses of Collateral Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Collateral Agent deems appropriateappropriate so long as all such charges, up to three times costs and expenses do not exceed $50,000 per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yearcalendar year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Collateral Agent’s then standard charges for each day that an employee of Collateral Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Collateral Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Collateral Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Obligors or Domestic Subsidiary, inspect, audit and make extracts from any Obligor’s Borrowers’ or Domestic Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Domestic Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense; provided, that upon the occurrence and during the continuation of an Event of Default, each Lender may participate in any visit or inspection conducted by the Agent and all charges, costs and expenses of such Lender shall be paid by Borrowers; provided, further, that the Lenders will use commercially reasonable efforts to coordinate amongst such Lenders to minimize duplicative costs. Neither Agent nor any Lender shall have any duty to any Obligor Obligors to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligors. To the extent any appraisal or other information is shared by Agent or a Lender with any Obligor. , such Obligors acknowledge acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors shall not be entitled to rely upon themit. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, appropriate (A) up to three one time per Loan Year if at all times during such Loan Year Excess Availability equals or exceeds 12.5% of the Maximum Revolver Amount and (B) up to two times per Loan YearYear if at any time during such Loan Year Excess Availability is less than 12.5% of the Maximum Revolver Amount; and (ii) appraisals of Inventory and Equipment of (A) up to one time per Loan YearYear if at all times during such Loan Year Excess Availability equals or exceeds 12.5% of the Maximum Revolver Amount and (B) up to two times per Loan Year if at any time during such Loan Year Excess Availability is less than 12.5% of the Maximum Revolver Amount; provided, however, that if an examination or appraisal is initiated during while a Default or Event of DefaultDefault is continuing, all charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges $1,000 per person for each day that an employee or an agent of Agent or its Affiliates is engaged in any examination activities, and shall pay activities (including in connection with the standard charges implementation of Agent’s internal appraisal groupan electronic reporting system). (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or SubsidiaryBorrower, inspect, audit and make extracts from any Obligor’s or SubsidiaryBorrower’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or SubsidiaryBorrower’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any ObligorBorrower’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) after the Appraisal Trigger Date, appraisals of Inventory and Equipment up to one time two times per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This limitations on Borrowers’ liability under this Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes. In addition to the foregoing, Borrowers shall cooperate with Agent in connection with appraisals of Inventory from and after the date, if any, that the sum of the total principal amount of all Loans and LC Obligations exceeds $50,000,000 (such date, the “Appraisal Trigger Date”), such appraisal to be accomplished within 45 days following the Appraisal Trigger Date.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate (“Field Exams”), up to three two times per Loan Year; and (ii) appraisals of Inventory and Equipment (“Inventory Appraisals”) up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized used for such purposes. Notwithstanding this Section 10.1.1(b), unless an Event of Default has occurred and is continuing, Agent shall not require that any Field Exams or Inventory Appraisals be obtained at the Obligors’ expense so long as the ABL Revolver Agent has obtained at least two (2) such Field Exams (in form and substance, and prepared by examiners, reasonably satisfactory to the Agent) in each twelve (12) consecutive month period and at least one (1) such Inventory Appraisal (in form and substance, and prepared by appraisers, reasonably satisfactory to the Agent) in each twelve (12) consecutive month period, and, in each case has promptly shared such Field Exams and Inventory Appraisals obtained under the ABL Revolver Loan Agreement with Agent; (c) Permit and enable Agent to obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agent stating the then Appraised Value of all or any portion of the Intellectual Property of any Obligor; provided, that the Borrowers shall only be obligated to reimburse Agent for the expenses of such appraisals occurring (i) one (1) time in any twelve (12) consecutive month period, in the event that no Event of Default has occurred and is $850 per day or part thereof.continuing and (ii) This Section any time an Event of Default has occurred and is continuing; provided, further, that the foregoing shall not be construed to limit the Agent’s right to conduct examinations appraisals or to obtain appraisals at any time in its discretionat the sole expense of the Lenders, nor to use third parties for party agents of Agent to conduct any such purposesappraisal then permitted to be conducted by Agent. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the limits provided above) satisfactory to Agent.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (an "Examination"); provided that, so long as no Inspection Trigger Event shall have occurred within the prior 12 months, the Agent shall not conduct more than one Examination in any 12 month period. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable and documented out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateExaminations, up to three times one time per Loan YearYear and, if an Inspection Trigger Event occurs, up to one additional time during the 12 months following such occurrence; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan YearYear and, if an Inspection Trigger Event occurs, up to one additional time during the 12 months following such occurrence; provided, however, that if an examination Examination or appraisal is initiated during the continuation of a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section used for such purposes. No Borrowing Base calculation shall include Borrowing Base Assets acquired outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) reasonably satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, appropriate up to three four times per Loan Year; and (ii) one full field appraisal and three desktop appraisals of Inventory and Equipment up to one time per in any Loan Year; provided, however, that if an examination or appraisal including an appraisal of Equipment or Real Estate, is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designeesany third party used for such purposes, from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge Borrower Agent and each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors no Obligor shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Yearone time each calendar year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yeareach calendar year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Defaultany Trigger Period, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or SubsidiaryObligor, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Obligor, such Obligor acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors shall not be entitled to rely upon themit. The Agent shall provide each Co-Collateral Agent with all final Collateral appraisals and audit reports promptly after the Agent’s receipt thereof. (b) Reimburse Agent for all reasonable and documented out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, (x) other than those times described in clauses (y) and (z), once per Loan Year or (y) at all times during the twelve (12) month period following any date that Excess Availability for a period of five (5) consecutive Business Days, is less than 50% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time, up to two times per Loan Year, or (z) at all times during the twelve (12) month period following any date that Excess Availability for a period of five (5) consecutive Business Days, is less than 15% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time, up to three times per Loan Year; and (ii) appraisals of Inventory (x) other than those times described in clauses (y) and Equipment (z), once per Loan Year or (y) at all times during the twelve (12) month period following any date that Excess Availability for a period of five (5) consecutive Business Days, is less than 50% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time, up to one time two times per Loan Year, or (z) at all times during the 12 month period following any date that Excess Availability for a period of five (5) consecutive Business Days, is less than 15% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time, up to three times per Loan Year; (iii) appraisals of Eligible Real Estate, in form and detail reasonably satisfactory to Agent, (x) at all times other than those described in clause (y), once per Loan Year if so requested by Agent or (y) at all times during the twelve (12) month period following any date that Excess Availability for a period of five (5) consecutive Business Days is less than 15% of the lesser of (x) the aggregate Commitments at such time and (y) the Aggregate Borrowing Base at such time, twice per Loan Year if so requested by Agent; and (iv) environmental assessment reports as Agent deems appropriate in its reasonable discretion, with respect to the Eligible Real Estate of the Obligors; provided, however, that (x) during the occurrence and continuance of an Event of Default, the Agent may conduct any examinations and appraisals in its reasonable discretion without regard to any such limits and (y) if an any examination or appraisal is initiated during a Default or the occurrence and continuance of an Event of Default, all reasonable and documented out-of-pocket charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesactivities in connection with the foregoing, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors' books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three two (2) times per Loan Year; Year and (ii) appraisals of Eligible Inventory and Equipment Appraisals as it deems appropriate, up to one time two (2) times per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Obligor s acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Obligor s shall not be entitled to rely upon them.. -56- (b) Reimburse Agent for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, appropriate up to three one (1) time per calendar year (and up to two (2) times per Loan Yearcalendar year, if, at any time during the prior 12 month period, Availability was less than the greater of (x) 15% of the Borrowing Base or (y) $12,500,000; and (ii) appraisals of Inventory and Equipment up to one (1) time per Loan Yearcalendar year (and up to two (2) times per calendar year, if, at any time during the prior 12 month period Availability was less than the greater of (x) 15% of the Borrowing Base or (y) $12,500,000; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designeesan Agent’s representative, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, (A) up to three two times per Loan Year if during such Loan Year (x) no Default or Event of Default has occurred and (y) no Revolver Loans are outstanding and LC Obligations have not exceeded $2,000,000, in each case at any time during such Loan Year, (B) up to four times per Loan Year if no Default or Event of Default has occurred, and (C) without limitation if a Default or Event of Default has occurred and is continuing; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a any Default or Event of DefaultDefault has occurred and is continuing, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsappraisals of Inventory. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor, provided, upon request by Borrower Agent, to the extent that no Applicable Law nor contractual restriction prohibits Agent from doing so, Agent shall share with Borrower Agent the results of any appraisal. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times one time per Loan Year, provided, that if Adjusted Availability is less than 15% of the Line Cap at any time, Borrowers shall be responsible for the charges, costs, and expenses with respect to two field examinations per Loan Year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Year, provided, that if Adjusted Availability is less than 15% of the Line Cap at any time, Borrowers shall be responsible for the charges, costs, and expenses with respect to two Inventory appraisals per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor thereof shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes. No Borrowing Base calculation shall include any Collateral until completion of applicable field examinations and appraisals (which shall not be included in the limits provided above) satisfactory to Agent, including, without limitation, any Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business (provided, that Eligible Acquired Accounts and Eligible Acquired Inventory may be included in the Borrowing Base to the extent set forth in the definition of the Borrowing Base).

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor or Subsidiarythe Obligors, inspect, audit and make extracts from any Obligor’s or Subsidiary’s Obligors’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s Obligors’ business, financial condition, assets, prospects assets and results of operationsoperations (it being understood that a representative of Parent shall be allowed to be present in any discussions with independent accountants). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor None of Agent, any Lender Issuing Bank or Lenders shall have any duty to any Obligor to make any inspection, nor shall Agent have any obligation to (but Agent may) share any results of any inspection, appraisal or report with any Obligor. Obligors The Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the limits provided in Section 10.1.1(b)) satisfactory to Agent and delivery to Agent of any material documents related to such Permitted Acquisition. (b) Reimburse Agent for all its reasonable out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three two (2) times per Loan Year (provided, that if at all times during such Loan Year, Availability measured as of each month-end (as reflected in the Loan Account) is greater than or equal to 40% of the Borrowing Base, Borrowers shall be obligated to only reimburse Agent for one (1) such examination conducted during such Loan Year); and (ii) appraisals of Inventory and Equipment up to one time two (2) times per Loan Year (provided, that if at all times during any Loan Year, the Inventory Formula Amount is less than 10% of the Borrowing Base and Availability measured as of each month-end (as reflected in the Loan Account) is greater than 10% of the Borrowing Base, Borrowers shall be obligated to only reimburse Agent for one (1) such appraisal conducted during such Loan Year); provided, however, that if an examination or appraisal is initiated during a Default or the existence of an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Parent and Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s its internal appraisal group. . (The current standard per diem charge for an employee c) Notwithstanding anything to the contrary contained in the Loan Documents, none of Parent, Borrowers and any of their Subsidiaries shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of such Person or any of its Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to Agent or the any Lender (or any of their respective representatives) is prohibited by any Applicable Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Parent, Borrowers or any Subsidiary owes confidentiality obligations to any third party currently utilized by Agent is $850 per day or part thereof(information of the type set forth in clauses (i) through (iv) collectively, “Confidential Information”).) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Obligors or Domestic Subsidiary, inspect, audit and make extracts from any Obligor’s Borrowers’ or Domestic Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Domestic Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Obligors to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligors. To the extent any appraisal or other information is shared by Agent or a Lender with any Obligor. , such Obligors acknowledge acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors shall not be entitled to rely upon themit. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, appropriate (A) up to three two times per Loan YearYear if at all times during such Loan Year Availability exceeds $40,000,000 and (B) up to four times per Loan Year if at any time during such Loan Year Availability is less than $40,000,000; and (ii) appraisals of Inventory and Equipment up to one time per Loan YearYear if at any time during such Loan Year Availability is less than $150,000,000; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges for each day that an employee or an agent of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Administrative Agent from time to time, subject to reasonable notice (except when a Default or an Event of Default exists) to and at reasonable notice and times during normal business hours, to visit and inspect the Properties of any Obligor or its Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Administrative Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Administrative Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Administrative Agent for all charges, costs and expenses of Administrative Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Administrative Agent deems appropriate, up to two (2) times per Loan Year unless a Cash Dominion Period exists, and then up to three (3) times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time two (2) times per Loan YearYear unless a Cash Dominion Period exists and up to three (3) times per Loan Year if a Cash Dominion Period exists; provided that Administrative Agent shall provide Borrower Agent with a reasonably detailed accounting of all such charges, costs and expenses and provided, further, that (x) Administrative Agent may conduct no more than one (1) such appraisal and field examination per Loan Year at the expense of Obligators if no Revolving Loans are outstanding at any time during such Loan Year and Availability at all times during such Loan Year is equal to or greater than the amount that is 50% of the lesser of the aggregate Revolver Commitments and the Formula Amount; provided, however, that if Administrative Agent may conduct as many appraisals and field examinations at the expense of Obligors as it deems reasonable during an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Administrative Agent’s right to conduct examinations or to obtain appraisals at any time in that it may reasonably require at its discretionown expense, nor to use third parties for such purposespurposes at Administrative Agent’s expense; provided that such examination in each case shall be subject to reasonable notice (except when an Event of Default exists) and be conducted at reasonable times during normal business hours.

Inspections; Appraisals. (a) Permit AgentEach Borrower shall, or its representatives or designeesand shall cause each Restricted Subsidiary to, permit Administrative Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or any Restricted Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Administrative Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower or any of its Subsidiaries. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Administrative Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent for all charges, costs and expenses of Agent in connection with (i) examinations of to examine any Obligor’s books and records or any other financial or Collateral matters as Administrative Agent deems appropriate, up which examinations shall be limited to three two times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that the foregoing limit shall not apply if an examination or appraisal is initiated during a Default or Event of Default. Each Borrower shall, and shall cause each Restricted Subsidiary to, reimburse Administrative Agent for all reasonable and documented charges, costs and expenses therefor shall be reimbursed by of Administrative Agent in connection with foregoing examinations, and Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Administrative Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including reasonable and shall pay the standard documented charges of for Administrative Agent’s internal appraisal group. (The current standard per diem charge for an employee examination groups, as well as the reasonable and documented charges of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations (which shall not be construed included in the limits provided above) reasonably satisfactory to limit Administrative Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Parent or any Obligor or Subsidiaryof its Subsidiaries, inspect, audit and make extracts from any ObligorParent’s or Subsidiary’s its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorParent’s or Subsidiary’s any of its Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Parent or any Obligor of its Subsidiaries to make any inspection, nor to share any results of any inspection, appraisal or report with Parent or any Obligorof its Subsidiaries. Obligors Parent and Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors neither Parent nor any of its Subsidiaries shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate so long as all such charges, up to three times costs and expenses do not exceed $50,000 per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yearcalendar year; provided, however, that if an examination or appraisal is initiated conducted during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrower shall not be entitled to rely upon them. (b) Reimburse Agent for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three times (x) once per Loan Year; Year and (iiy) appraisals of Inventory and Equipment up to one time twice per Loan YearYear if an examination is initiated while Availability is less than 15% of the Revolver Commitments; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrower shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right . Notwithstanding the above, Borrower shall reimburse Agent for all charges, costs and expenses in connection with the field examination conducted pursuant to conduct examinations or Section 6.3.3 without regard to obtain appraisals at any time the limitations set forth in its discretion, nor to use third parties for such purposesthis clause (b).

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or SubsidiaryLoan Party, inspect, audit and make extracts from any Obligor’s or SubsidiaryLoan Party’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or SubsidiaryLoan Party’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorLoan Party. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Loan Party, such Loan Party acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors Loan Parties shall not be entitled to rely upon themit. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of Collateral and of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three (3) times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Loan Parties without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Loan Parties shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor Agent’s right to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject to reasonable notice and during normal business hours (except when a Default or an Event of Default exists) to reasonable notice and normal business hours), to visit and inspect the Properties of any Obligor Loan Party or SubsidiarySubsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any ObligorLoan Party’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorLoan Party’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorLoan Party. Obligors The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors the Loan Parties shall not be entitled to rely upon them. (b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any ObligorLoan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to two (2) times (or, during any Financial Covenant Trigger Period, three times (3) times) per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time two (2) times (or, during any Financial Covenant Trigger Period, three (3) times) per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, Obligors the Loan Parties specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal groupan Section 10.1. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section 1 shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes. Agent agrees, for the benefit of the Lenders, to commence examinations as referenced in this Section 10.1.1 on at least an annual basis.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor, provided, upon request by Borrower Agent, Agent shall share the results of any appraisal. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three one time per Loan Year, provided, that if Availability is less than 15% of the Borrowing Base at any time, Agent shall have the right to perform examinations up to two times per Loan Year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor thereof shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes. No Borrowing Base calculation shall include any Collateral until completion of applicable field examinations and appraisals (which shall not be included in the limits provided above) satisfactory to Agent, including, without limitation, any Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Parent or Subsidiaryits Subsidiaries, inspect, audit and make extracts from any ObligorParent’s or Subsidiary’s its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorParent’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Parent or any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with Parent or any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Parent and Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three 2 times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time 2 times per Loan YearYear (it being understood that Agent shall require at least 2 examinations per year pursuant to clause (i) above and at least 2 appraisals of Inventory per year pursuant to clause (ii) above); provided, however, that if an examination or appraisal is initiated during a Default or Event of Defaultan Increased Reporting Period, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Parent and Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any Obligor’s Borrower's or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s Borrower's or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times once per Loan Year unless Availability is at any time less than 25% of the aggregate Revolver Commitments then twice per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time Inventory, including without limitation CEEEB Inventory, at such frequency as Agent deems appropriate, but not more frequently than twice per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, there shall be no limitation on frequency and all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for Agent's internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. Grantors shall, in accordance with the terms of the Indenture, permit any representatives designated by Collateral Agent: (a) Permit Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties financial records and the Collateral of any Obligor or Subsidiarythe Grantors at reasonable times and upon reasonable notice and as often as reasonably requested (provided that such inspection does not interfere with the scheduled operation of the Vessels), inspect, audit and to make extracts from and copies of such financial records and pay the reasonable fees and expenses in connection therewith (except that so long as no Event of Default exists and is continuing, Grantors shall only be required to reimburse Collateral Agent or the Security Trustee, as the case may be, for two (2) such visits and inspections per calendar year; provided, that if any Obligor’s or Subsidiary’s books Event of Default has occurred and records, and discuss with its officers, employees, agents, advisors and independent accountants is continuing then no such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender limitation on Grantors’ reimbursement obligations shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them.apply); and (b) Reimburse to permit any representatives designated by Collateral Agent for all chargesto discuss the affairs, costs finances and expenses of Agent in connection with (i) examinations condition of any ObligorGrantor with the officers thereof and independent accountants therefor. In addition to and not in limitation of the foregoing, Collateral Agent or the Security Trustee, as the case may be, shall have the right at any time or times, in Collateral Agent’s books and records name or in the name of a nominee of Collateral Agent, to verify the validity, amount or any other financial matter relating to any Collateral, by mail, telephone, facsimile transmission or otherwise. In connection with any collateral monitoring or review and appraisal. In each case, Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereofSecurity Trustee, as the case may be, agrees to keep any information learned through such inspections strictly confidential.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s 's or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s 's or Subsidiary’s 's business, financial condition, assets, prospects and results of operationsoperations (it being understood, without limiting the generality of the forgoing, that if Availability at any time averages less than $8,750,000 during any 30 day period, then it is Agent's intention to conduct an appraisal of the Borrower Advances, the Customer Collateral and/or the Customer enterprise of each Customer (no more than twice per calendar year if no Event of Default exists)). Further, Agent will require an appraisal of Borrower Advances, Customer Collateral and/or Customer enterprise of each Customer at least one time per year. Borrower shall pay all expenses incurred by Agent in connection with such appraisals. Lenders may participate in any such visit or inspection, at their own expense. Agent may use all of each Obligor’s and Subsidiary's electronic and non-electronic books, files, accounts, and all other records, computer equipment and software at any time, without (a) any compensation to any Obligor, (b) being deemed to have foreclosed on the same, or (c) being deemed to have exercised any other remedy under any Loan Document, for the purposes of monitoring Borrowers’ servicing of the Collateral and to facilitate realization upon the Collateral. Neither Agent nor any Lender shall have any duty to any Obligor Person to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorPerson. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate for each day that an employee or agent of Agent shall be engaged in an examination or review of any of the Obligors’ properties), up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yearplus reasonable expenses; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, Borrowers shall not be required to reimburse Lender for the costs and expenses therefor shall be reimbursed of more than two (2) field examinations in any 12-month period, unless an Event of Default exists, (ii) appraisals of Collateral deemed appropriate by Agent; (iii) the establishment of electronic collateral reporting systems performed by employees or agents of Agent; and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third parties to perform financial audits of Obligors, establish electronic collateral reporting of Obligors, appraise the Collateral or to assess Obligors' business valuation. Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s 's internal examination and appraisal group. groups (The current standard $1,000 per diem charge for an employee person per day as of Agent or the Closing Date), as well as the charges of any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposespurpose.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to timetimeno more than two (2) times per Fiscal Year, subject to reasonable notice (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrowers or Subsidiarytheir Subsidiaries, inspect, audit and make extracts from any Obligor’s Borrowers’ or Subsidiary’s their Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrowers to make any inspection, nor or to share any results of any inspection, appraisal or report with Borrowers; provided, Borrowers shall provide Agent with copies of the results of any Obligorinspection, appraisal or report obtained by Bank of America, N.A. in connection with the Revolver Debt Documents. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems reasonably appropriate, up to three times one time per Loan Fiscal Year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Fiscal Year; provided, howeverthat, that if an examination or appraisal is initiated during a Default or an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Parent or any Obligor or Subsidiaryof its Restricted Subsidiaries, inspect, audit and make extracts from any Obligorof Parent’s or Subsidiary’s any of its Restricted Subsidiaries’ books and recordsrecords (other than privileged correspondence with legal counsel), and discuss with its officers, employees, agents, advisors and independent accountants such Obligor(with respect to independent accountants, in the presence of representatives of Obligors or otherwise with the consent of Parent) Parent’s or Subsidiary’s any of its Restricted Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor 135 any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor, except that Agent will share Inventory appraisals with Borrower Agents. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. Notwithstanding anything to the contrary in this Section 10.1.1, none of Parent nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan YearInventory; provided, howeverthat if no Default or Event of Default shall have occurred and be continuing, only one such examination and one such appraisal under the foregoing clauses (i) and (ii), respectively, per Fiscal Year shall be conducted at Borrowers’ expense (exclusive of any appraisals and examinations conducted pursuant to Section 10.1.9); provided, further, that if an Total Excess Availability is less than the greater of (x) 15% of the Total Borrowing Base and (y) $30,000,000 at any time during a Fiscal Year, one additional appraisal and one additional examination may be conducted at Borrowers’ expense during such Fiscal Year (exclusive of any appraisals and field examinations conducted pursuant to Section 10.1.9). The foregoing shall not limit Agent’s ability to perform additional appraisals or appraisal is initiated during examinations at the sole expense of Borrowers upon the occurrence and continuance of a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Default (or if a Default or Event of Default was in existence at the time such appraisal or examination was initiated). Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination and appraisal activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, Lender to visit and inspect the Properties of any Obligor or SubsidiaryBorrowers’ and Subsidiaries’ Properties, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books Borrowers’ and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s Borrowers’ and Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its charges, costs and expenses of Agent in connection with (i) examinations of any ObligorBorrower’s books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to (iii) after the occurrence of an Event of Default and during its continuance, appraisals of Equipment. Notwithstanding the foregoing, Borrowers shall only be liable for the cost and expense of (a) one time Inventory appraisal per Loan Year; annum, provided, howeverthat, that if during the continuation of an Excess Availability Trigger Period, Borrowers shall be liable for the cost and expense of two Inventory appraisals per annum and (b) two field examinations per annum, provided, that, during the continuance of an Event of Default, there shall be no limitation on the number of Inventory appraisals, field examinations or equipment appraisals for which Lender may conduct at Borrowers’ cost and expense. Borrowers shall pay Lender’s then standard charges for examination activities, including charges for its internal examination and appraisal groups, as well as the charges of any third party used for such purposes. No Borrowing Base calculation shall include Collateral acquired outside the ordinary course of business. There shall be no limit to the number of examinations or appraisal is initiated during appraisals conducted by Lender while there exists a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and, if requested, appraisals of Equipment and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsReal Estate. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, representative and independent contractors of the Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Loan Party or Subsidiary, inspect, audit and make extracts from any ObligorLoan Party’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorLoan Party’s or Subsidiary’s business, Business Plan, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorLoan Party. Obligors Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Loan Parties shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any ObligorLoan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two times per Loan Fiscal Year; and (ii) appraisals of Inventory and Equipment Intellectual Property, up to one time per Loan Fiscal Year; and (iii) following the Discharge of ABL Obligations, appraisals of Inventory, up to two times per Fiscal Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Loan Parties agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes. Notwithstanding the foregoing, the Agent may cause additional examinations and appraisals to be undertaken as it in its discretion deems necessary or appropriate, at its own expense.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject to reasonable notice and during normal business hours (except when a Default or an Event of Default exists) to reasonable notice and normal business hours), to visit and inspect the Properties of any Obligor Loan Party or SubsidiarySubsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any ObligorLoan Party’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorLoan Party’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorLoan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). Obligors The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal. (b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any ObligorLoan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times one (1) time (or, during any Audit Trigger Period, two (2) times) per Loan Year; and (ii) subject to clause (a) above, appraisals of Inventory and Equipment up to one time two (2) times per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, Obligors the Loan Parties specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. Subject to the restrictions set forth in clause (The current standard per diem charge a) above and this clause (b), Agent agrees, for the benefit of the Lenders, to commence examinations as referenced in this Section 10.1.1 on at least an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereofannual basis.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any Obligor’s Borrower's or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s Borrower's or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall not have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrower shall not be entitled to rely upon them.. LOAN AND SECURITY AGREEMENT - (b) Reimburse Agent Lender for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent Lender deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Inventory, Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrower specifically agree agrees to pay Agent’s Lender's then standard charges for each day that an employee of Agent Lender or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s Lender's internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s Lender's right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent Lender deems appropriate, up to three times per Loan Year; one time in any twelve month period, plus one additional examination in any twelve month period following the occurrence of an Inspection Trigger Event and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; providedin any twelve month period, howeverplus one additional appraisal in any twelve month period following the occurrence of an Inspection Trigger Event. Notwithstanding the foregoing limitations, that if an any examination or appraisal of any Property is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limitsthe limits set forth above. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay AgentXxxxxx’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard including charges of AgentLender’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposesLender.

Inspections; Appraisals. (a) Permit AgentEach Borrower shall, or its representatives or designeesand shall cause each Restricted Subsidiary to, permit Administrative Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or any Restricted Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Administrative Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower or any of its Subsidiaries. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Administrative Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent for all charges, costs and expenses of Agent in connection with to (i) examinations of examine any ObligorBorrower’s or Restricted Subsidiary’s books and records or any other financial or Collateral matters as Administrative Agent deems appropriate (other than with respect to refinery hydrocarbon inventory), and each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent to (ii) examine any Borrower’s or Restricted Subsidiary’s books and records or any other financial or Collateral matters as Administrative Agent deems appropriate, up including field collection examinations (which examinations shall be limited to three times per Loan Year; and (iiA) appraisals of Inventory and Equipment up to one time per Loan YearYear or (B) two times per Loan Year if the second examination is initiated on the day that Availability for a period of three (3) consecutive Business Days is less than the greater of (1) $7,500,000 and (2) 15% of the Borrowing Base on such day) and inventory appraisals (other than with respect to refinery hydrocarbon inventory) at the discretion of the Administrative Agent; provided, however, that none of the foregoing limits shall apply if an examination or appraisal is initiated during a Default or Event of Default. Each Borrower shall, and shall cause each Restricted Subsidiary to, reimburse Administrative Agent for all reasonable and documented charges, costs and expenses therefor shall be reimbursed by of Administrative Agent in connection with foregoing examinations and appraisals (including any inspections made pursuant to Section 10.1.1(a)), and Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Administrative Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including reasonable and shall pay the standard documented charges of for Administrative Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the reasonable and documented charges of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Administrative Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or unless an Event of Default existshas occurred and is continuing) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, appropriate up to three one (1) time per Loan Year and up to two (2) times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one , if, at any time per Loan Yearin the prior 12 month period a Trigger Period was in effect; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including charges for its internal examination groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations (which shall not be construed included in the limits provided above) reasonably satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Borrower or any Obligor or Subsidiary, inspect, audit and make extracts from Borrower's or any Obligor’s or Subsidiary’s 's books and records, and discuss with its officers, employeesemployees (with the consent of a Senior Officer not to be unreasonably withheld), agents, advisors and independent accountants Borrower's or such Obligor’s or Subsidiary’s 's business, financial condition, assets, prospects and results of operations; PROVIDED that absent the existence of an Event of Default, such inspections and audits shall be limited to two times per Loan Year. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrower shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two times per Loan Year; and (ii) appraisals of Inventory Inventory, Equipment and Equipment Owned Real Estate up to one time per Loan Year; providedPROVIDED, howeverHOWEVER, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrower specifically agree agrees to pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s 's internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s 's right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Borrower, such Borrower acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors Borrowers shall not be entitled to rely upon themit. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three four times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit AgentEach Borrower shall, or its representatives or designeesand shall cause each Restricted Subsidiary to, permit Administrative Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or any Restricted Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Administrative Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower or any of its Subsidiaries. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Administrative Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent for all charges, costs and expenses of Agent in connection with (i) examinations of to examine any Obligor’s books and records or any other financial or Collateral matters as Administrative Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up which examinations shall be limited to one time per Loan Yeareach twelve-month period; provided that if Availability is less than the greater of (x) $21,000,000 and (y) 30.0% of the Line Cap at any time, the Administrative Agent shall be permitted to conduct a second such field examination during suchtwo times per each twelve-month period; provided, however, that the foregoing limits shall not apply if an examination or appraisal is initiated during a Default or Event of Default. Each Borrower shall, and shall cause each Restricted Subsidiary to, reimburse Administrative Agent for all reasonable and documented charges, costs and expenses therefor shall be reimbursed by of Administrative Agent in connection with foregoing examinations (including a per diem field examination charge and out-of-pocket expenses), and Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Administrative Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including reasonable and shall pay the standard documented charges of for Administrative Agent’s internal appraisal group. (The current standard per diem charge for an employee examination groups, as well as the reasonable and documented charges of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations (which shall not be construed included in the limits provided above) reasonably satisfactory to limit Administrative Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default existshas occurred and is continuing) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or SubsidiarySubsidiary (provided that the Borrowers will not be required to permit any sampling or analysis of any environmental media or of any building materials unless required by Applicable Law, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Metals up to three times per Loan Year, and (iii) appraisals of Equipment up to one time per Loan Year, and of Real Estate, at Agent’s reasonable request; provided, however, that if an examination or appraisal is initiated during the occurrence and continuance of a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes. (c) In addition to the appraisals described in clause (b) above, within 90 days after the Closing Date, Borrowers shall reimburse Agent for all charges, costs and expenses in connection with a new Inventory Appraisal and a new Equipment Appraisal, which shall in each case be prepared by an appraiser selected by Agent.

Inspections; Appraisals. (a) Permit AgentEach Obligor shall, or its representatives or designeesand shall cause each Subsidiary to, permit Agent from time to timetime but no more than one time per Loan Year (except when an Event of Default exists), subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or any Subsidiary, inspect, audit and make extracts from any Obligor’s 's or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s 's or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorObligor or any of its Subsidiaries. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Each Obligor shall, and shall cause each Subsidiary to, permit Agent for all charges, costs and expenses of Agent in connection with (i) examinations of to examine any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; which examinations and (ii) appraisals of Inventory and Equipment up shall be limited to (i) one time per Loan YearYear or (ii) two times per Loan Year if the second examination is initiated on the day that Total Availability is less than the greater of (A) $12,750,000 and (B) 15.0% of Line Cap then in effect; provided, however, that none of the foregoing limits shall apply if an examination or appraisal is initiated during an Event of Default; provided, further, that none of the foregoing limits shall apply if an examination or appraisal is initiated during a Default or (but in the case of a Default that is not an Event of Default, an examination or appraisal pursuant to this proviso shall be at the Agent's expense). Each Obligor shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable and documented charges, costs and expenses therefor shall be reimbursed by Borrowers without regard of Agent in connection with foregoing examinations and appraisals (including any inspections made pursuant to such limits. Subject Section 10.1.1(a) but excluding examinations and appraisals initiated during a Default to the extent set forth in the proviso immediately above), and without limiting the foregoing, Obligors specifically agree to pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including reasonable and shall pay documented charges for Agent's internal examination and appraisal groups, as well as the standard reasonable and documented charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes (except with respect to an examination or part thereof.appraisal initiated during a Default to the extent set forth in the proviso immediately above) This Section . No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time , except as set forth in its discretion, nor to use third parties for such purposesthe definition of "Borrowing Base".

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Oblixxxx xxxcifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects assets and results of operations; provided that so long as no Event of Default shall have occurred and be continuing, (i) Agent shall limit the number of inspections to not more than four (4) during any twelve (12) month period, and (ii) not more than one such inspection during any twelve (12) month period shall be at Borrowers’ expense; provided, further, that if an Exam Trigger Period occurred during such year, Obligors shall reimburse Agent for all charges, costs and expenses associated with two inspections in a 12-month period. During any such inspection, Agent and its employees and agents and any employees and agents of any participating Lender shall comply with Borrowers’ standard health and safety policies and procedures. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems reasonably appropriate, up to three times one time per Loan Yearcalendar year; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Yearcalendar year; provided, however, that if (A) an Exam Trigger Period occurred during such year, Obligors shall reimburse Agent for all charges, costs and expenses associated with two examinations and two appraisals in a 12-month period and (B) an examination or appraisal is initiated during a Default or an Event of Default, all documented charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. NoExcept with respect to Hercules Accounts that are included in the Hercules Formula Amount (and subject to the limitations thereon in this Agreement), no Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition, the Hercules Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which field examinations and appraisals, including those in respect of the Hercules Assets, shall not be construed included in the limits provided above) reasonably satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject to reasonable notice (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrowerthe Obligors or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrowerObligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall not have any duty to any Borrowerany Obligor to make any inspection, nor or to share any results of any inspection, appraisal or report with any ObligorBorrower. Borrower acknowledgesThe Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Borrowerthe Obligors shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent Lender deems reasonably appropriate, up to three twiceonce per Loan Year (or threetwo times per Loan YearYear during any Accelerated Reporting Trigger Period)time in which Availability is less than $6,000,000; and (ii) appraisals of Inventory and Equipment Inventory, up to one time once per Loan YearYear (or twice per Loan Year during any time in which Availability is less than 10% of the Revolving Commitment for 5 consecutive days$6,000,000); provided, however, that if an examination or appraisal is initiated during a Default or an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree Borrower agrees to pay AgentLender’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of AgentLender’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside of the Ordinary Course of Business until completion of applicable field examinations and appraisals, the results of which shall not be construed included in the limits provided above, in each case, be satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time Lender in its discretionPermitted Discretion, nor which shall not count toward the appraisals and examination limits set forth above; provided that, if the applicable field examinations and appraisals have not been conducted within 60 days following the consummation of such Permitted Acquisition (through no cause or delay by Borrower or its Affiliates), then such acquired Collateral shall be included in the Borrowing Base calculation. In addition to use third parties for the foregoing, on or prior to the date any Greenfield Inventory ceases to be Greenfield Inventory, Lender shall obtain an appraisal in form and substance satisfactory to Lender of all such purposesInventory (either in connection with the annual appraisal pursuant to this Section 9.1.1(b) or at the Borrower’s reasonable request, pursuant to an additional desktop appraisal (which desktop appraisal shall not count toward the appraisal and examination limits set forth above)).

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. This Section 10.1.1(a) shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times once per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time Inventory, once per Loan Year; provided, however, that (i) during any Increased Field Exam/Appraisal Period, the Obligors shall reimburse Agent for up to two appraisals of Inventory and two field examinations per Loan Year, and (ii) if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to any such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the reasonable and documented charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes. No calculation of the Revolver Borrowing Base shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals reasonably satisfactory to Agent.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Parent or Subsidiaryits Subsidiaries, inspect, audit and make extracts from any ObligorParent’s or Subsidiary’s its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorParent’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Parent or any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with Parent or any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Parent and Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) commercial finance examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three 2 times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time 3 times per Loan Year; (iii) appraisals of Contracts up to 4 times per Loan Year; (v) desk top appraisals of Contracts on a monthly basis (other than any month in which an appraisal is conducted pursuant to clause (iii) above); and (v) appraisals of Eligible Real Estate up to 2 times per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Defaultan Increased Reporting Period, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Parent and Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes. Notwithstanding the foregoing or anything to the contrary contained herein, unless an Event of Default has occurred and is continuing, the Agent shall not undertake any appraisals of Inventory so long as the ABL Agent has undertaken at least three (3) such appraisals in each Loan Year using an appraiser and methodology reasonably acceptable to Agent, and has shared the results of such appraisals taken under the ABL Credit Agreement with the Agent; provided that, in the event that the ABL Agent has not undertaken such Inventory appraisals using an appraiser and methodology reasonably acceptable to Agent and/or has not shared such results with the Agent, the Agent may undertake an amount of Inventory appraisals equal to (i) three (3) minus (ii) such number of Inventory appraisals using an appraiser and methodology reasonably acceptable to Agent undertaken by the ABL Agent and shared with the Agent in such time period (unless an Event of Default has occurred and is continuing, in which case the Agent may take such Inventory appraisals as it determines in its discretion).

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, (A) up to three one (1) time per Loan Year or (B) up to two (2) times per Loan Year, if, at any time, in the prior 12 month period, a Due Diligence Trigger Period was in effect; and (ii) appraisals of Inventory and Equipment Inventory, (A) up to one (1) time per Loan Year or (B) up to two (2) times per Loan Year, if, at any time, in the prior 12 month period, a Due Diligence Trigger Period was in effect; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard reasonable charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard reasonable charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designeesany third party used for such purposes, from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge Borrower Agent and each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors no Obligor shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Yearone time each calendar year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yeareach calendar year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Defaultany Trigger Period, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Borrower, such Borrower acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors Borrowers shall not be entitled to rely upon themit. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three four times per Loan Year; and (ii) appraisals of Inventory Inventory, Equipment and Equipment Real Estate, up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all such charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesactivities (such charge is currently $850 per day (or portion thereof) for each person retained or employed by the Agent with respect to each field examination or audit, but is subject to change without notice by Agent), and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, Agent or its representatives or designees, any Lender at any time and from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or any Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants of such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge Each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their its purposes, and Obligors such Obligor shall not be entitled to rely upon them. Agent and each Lender shall be bound by the provisions of Section 14.12 with respect to information obtained pursuant to this Section. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with with: (i) up to one field examination of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate per Loan Year; provided, however, if an Inspection Trigger Event occurs, then each Obligor shall, and shall cause each Subsidiary to, reimburse Agent for all charges, costs and expenses of Agent in connection with (A) if the Inspection Trigger Event is the occurrence of an Event of Default, with all field examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate at any time such Event of Default exists, up to three times per Loan Yearand (B) if the Inspection Trigger Event is caused by any other event or circumstance, one additional field examination during the 12 months following such occurrence, in each case notwithstanding any other limitation set forth herein; and and (ii) up to two appraisals of Inventory and Pledged Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Inspection Trigger Event of Defaultoccurs, then each Obligor shall, and shall cause each Subsidiary to, reimburse Agent for all charges, costs and expenses therefor of Agent in connection with one additional appraisal during the 12 months following such occurrence, notwithstanding any other limitation set forth herein; and (iii) up to one appraisal of Real Estate per Loan Year; provided, however, if an Inspection Trigger Event occurs, then each Obligor shall, and shall be reimbursed by Borrowers without regard to cause each Subsidiary to, reimburse Agent for all charges, costs and expenses of Agent in connection with one additional appraisal during the 12 months following such limitsoccurrence, notwithstanding any other limitation set forth herein. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice but in any event no later than one (1) Business Day’s notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor; provided, however, so long as a Default or Event of Default exists, Agent agrees to send Obligors copies of all appraisals conducted by third parties engaged by it relating to Property of Obligors. Notwithstanding the foregoing, Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan YearYear if no Event of Default is continuing; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limitslimit. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the reasonable and documented charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject to (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Borrower, such Borrower acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors Borrowers shall not be entitled to rely upon themit. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two (2) times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits; provided further, that so long as no Event of Default exists, with respect to environmental inspections of the Real Property of Borrowers, representatives of Agent shall only have the right to inspect once every 12 months, unless Agent has a reasonable basis to believe a condition exists or an event has occurred which reasonably could give rise to material liabilities under applicable Environmental Laws. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges ($850 per day as of the Closing Date or standard charges as in effect thereafter) for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Agent may use all of each Obligor’s and Subsidiary’s electronic and non-electronic books, files, accounts, and all other records, computer equipment and software at any time, without (a) any compensation to any Obligor, (b) being deemed to have foreclosed on the same, or (c) being deemed to have exercised any other remedy under any Loan Document, for the purposes of monitoring Borrowers’ servicing of the Collateral and to facilitate realization upon the Collateral. Neither Agent nor any Lender shall have any duty to any Obligor Person to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorPerson. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate for each day that an employee or agent of Agent shall be engaged in an examination or review of any of the Obligors’ properties), up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yearplus reasonable expenses; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, Borrowers shall not be required to reimburse Lender for the costs and expenses therefor shall be reimbursed of more than two (2) field examinations in any 12-month period, unless an Event of Default exists, (ii) appraisals of Collateral deemed appropriate by Agent; (iii) the establishment of electronic collateral reporting systems performed by employees or agents of Agent; and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third parties to perform financial audits of Obligors, establish electronic collateral reporting of Obligors, appraise the Collateral or to assess Obligors’ business valuation. Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. groups (The current standard $1,000 per diem charge for an employee person per day as of Agent or the Closing Date), as well as the charges of any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposespurpose.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Borrower or any Obligor or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or any Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or such Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrower shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to two times per Loan Year or up to three times per Loan YearYear in any Loan Year in which Availability is less than 30% of the aggregate Commitments; and (ii) appraisals of Inventory and Equipment up to one time two times per Loan YearYear or up to three times per Loan Year in any Loan Year in which Availability is less than 30% of the aggregate Commitments; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrower specifically agree agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its reasonable discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or an Event of Default exists) to reasonable prior notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants (so long as, unless a Default or an Event of Default exists, with respect to advisors and accountants, representatives of the Obligors have been afforded a reasonable opportunity to be present at such discussions) such Obligor’s or Subsidiary’s business, financial condition, assets, prospects assets and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three times one time per Loan Yearcalendar year (and one additional time in any twelve (12) month period in which a Field Exam/Appraisal Trigger Event has occurred); and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Yearduring any twelve (12) month period (and one additional time in any twelve (12) month period in which a Field Exam/Appraisal Trigger Event has occurred); provided, however, that if an examination or appraisal is initiated during a Default or the existence of an Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard reasonable charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or SubsidiaryObligor, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Obligor, such Obligor acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors shall not be entitled to rely upon themit. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three (x) at all times prior to the first date on which Excess Availability is below $125,000,000, twice per Loan Year and (y) at all times thereafter until such time as such Excess Availability is $125,000,000 or more for thirty consecutive days, four times per Loan Year; and (ii) appraisals of Inventory (x) at all times prior to the first date on which Excess Availability is below $125,000,000, once per Loan Year, and Equipment up to one (y) at all times thereafter, until such time as such Excess Availability is $125,000,000 or more for thirty consecutive days, twice per Loan Year; provided(iii) appraisals of Eligible Machinery and Equipment and Eligible Real Estate, howeverin form and detail reasonably satisfactory to Agent, once per Loan Year if so requested by Agent or the Required Lenders; and (iv) environmental assessment reports as Agent deems appropriate in its reasonable discretion, with respect to the Eligible Real Estate of the Obligors; provided that if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or SubsidiaryAffiliate Guarantor, inspect, audit and make extracts from any Obligor’s Borrower's or Subsidiary’s Affiliate Guarantor's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s Borrower's or Subsidiary’s Affiliate Guarantor's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any no duty to any Obligor Borrower or Affiliate Guarantor to make any inspection, nor to share any results of any inspection, appraisal inspection or report with Borrower or Affiliate Guarantor (but agrees to share the results of any Obligorappraisal with Borrower or Affiliate Guarantor). Obligors acknowledge To the extent any appraisal or other information is shared by Lender with Borrower or Affiliate Guarantor, such Obligor acknowledges that all inspections, appraisals and reports are it was prepared by Agent Lender for its purposes and Lenders for their purposes, and Obligors such Obligor shall not be entitled to rely upon themit. (b) Reimburse Agent Lender for all charges, charges and out-of-pocket costs and expenses of Agent Lender in connection with (i) examinations of any Obligor’s its books and records or any other financial or Collateral matters as Agent Lender deems appropriate, up to three times per Loan Year (with such charges not to exceed $15,000, in the aggregate, per Loan Year, plus out-of-pocket costs and expenses); and (ii) full appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrower shall pay Agent’s Lender's then standard charges for each day that an employee of Agent Lender or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s Lender's internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s Lender's right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two times per Loan Year; and (ii) appraisals provided, however, that if the average daily amount of Inventory and Equipment Availability for any 30 day period in such Loan Year is less than $35,000,000, up to one time per three times in such Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee examiner of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal groupnot to exceed $1,000 per examiner per diem. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor the Borrower or Subsidiary, inspect, audit and make extracts from any Obligorthe Borrower’s or Subsidiary’s books and records, and discuss on a confidential basis with its officers, employees, agents, advisors and independent accountants such Obligorthe Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall not have any duty to any Obligor the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligorthe Borrower. Obligors acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrower shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent Lender reasonably deems appropriate, up to three times twice per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrower specifically agree to pay AgentLender’s then standard charges (such standard charges as of the Closing Date are $850 per day per person plus out of pocket expenses) for each day that an employee of Agent Lender or its Affiliates is engaged in any examination activities, and shall pay the standard charges of AgentLender’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit AgentLender’s right to conduct examinations or to obtain appraisals at any time in its reasonable discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit, inspect or conduct an appraisal, to the extent, in the case of any Leasing Real Property, the relevant Obligor is permitted to do so under the relevant Lease, visit and inspect inspect, the Properties of any Obligor Borrower or SubsidiarySubsidiary Guarantor, inspect, audit and make extracts from any ObligorBorrower’s or SubsidiarySubsidiary Guarantor’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or SubsidiarySubsidiary Guarantor’s business, financial condition, assets, prospects and results of operations. Further each Borrower agrees that Agent and other consultants as Agent may require and their representatives will have, to the extent the relevant Obligor has such access under the relevant Lease, access to each Eligible Leasing Real Property at all reasonable times and will have the right, to the extent the relevant Obligor has such right under the relevant Lease, to enter each such Eligible Leasing Real Property and to conduct such inspections thereof as they deem necessary or desirable for the protection of Lenders’ interests. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for (i) all its reasonable documented out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations the one examination per Loan Year of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate and, during the continuance of any Default or Event of Default, any other examination of Obligors’ books and records or any other financial or Collateral matters as it deems appropriate, up to three times per Loan Year; and (ii) during the continuance of any Default or Event of Default, appraisals of Inventory and Equipment up any or all of the Leasing Real Properties included in the Collateral prepared by an appraiser acceptable to one time per Loan Year; provided, however, that if an examination or appraisal is Agent are initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times one time per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if a Reporting Trigger Period is in effect, Borrowers shall reimburse Agent for one additional examination and one additional appraisal per Loan Year; provided, further, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Borrower or any Obligor or Subsidiaryof its Subsidiaries, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s any of its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s any of its Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall not have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrower shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent Lender deems appropriate, up to three one time per Loan Year; provided, however, that if an examination is in initiated during a Trigger Period, up to two times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an appraisal is in initiated during a Trigger Period, up to two times per Loan Year; provided, further, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree Borrower agrees to pay AgentLender’s then reasonable standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the reasonable standard charges of AgentLender’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the reasonable charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any Obligor’s Borrower's or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s Borrower's or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender No Credit Party shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Borrower, such Borrower acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors Borrowers shall not be entitled to rely upon themit. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriate, in the amount of $15,000 for such examinations prior to the Closing Date and up to three times $15,000 per Loan Year; and (ii) appraisals of Inventory Inventory; and (iii) appraisals of Real Estate and Equipment up to one time per Loan Yearand environmental site assessments of Real Estate in excess of the Initial Real Estate Assessments Costs; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s 's internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s 's right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Loan Party or Subsidiary, inspect, audit and make extracts from any ObligorLoan Party’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorLoan Party’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorLoan Party. Obligors acknowledge Each Loan Party acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors no Loan Party shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any ObligorLoan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three 2 times (or, during any Reporting Trigger Period, 3 times) per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time 2 times (or, during any Reporting Trigger Period, 3 times) per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of DefaultDefault or a Reporting Trigger Period), all charges, costs and expenses therefor shall be reimbursed by Borrowers the Loan Parties without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically The Loan Parties agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, mandataries, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Obligor, such Obligor acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Obligors shall not be entitled to rely upon themit. Agent (or its representatives) shall conduct, every year during the term of this Agreement, at least one appraisal of Inventory and one examination. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Yearmatters; and (ii) appraisals of Inventory and Equipment up Inventory. Subject to one time per Loan Year; providedthe foregoing, however, that if an examination or appraisal is initiated during a Default or Event of Default, all Obligors shall pay Agent’s then standard charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay activities (the standard charges of Agent’s internal appraisal groupper diem, per individual, is US$1,000 (excluding costs and expenses)). (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section 10.1.1 shall not be construed to limit Agent’s or its representatives’ right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or SubsidiaryObligor, inspect, audit and make extracts from any Obligor’s or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expenseexpense and any reimbursement of Agent’s expenses shall be subject to Section 10.1.1(b). Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable, documented, out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriateappropriate in its Permitted Discretion, up to three times once per Loan YearYear if Availability is equal to or greater than 30% of the aggregate Borrowing Base, twice per Loan Year if Availability is at any time during such Loan Year less than 30% of the aggregate Borrowing Base and at Agent’s discretion if Availability is at any time during such Loan Year less than 20% of the aggregate Borrowing Base; and (ii) appraisals of Inventory and Equipment conducted at any time Revolver Usage is greater than $0 (excluding Letters of Credit in an aggregate amount not exceeding $10,000,000), up to one time once per Loan YearYear and twice per Loan Year if Availability is at any time during such Loan Year less than 25% of the aggregate Borrowing Base; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limitslimits as to the frequency of any such examination or appraisal. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for Agent's internal examination and shall pay appraisal groups, as well as the standard charges of any third party used for such purposes; provided, however, notwithstanding anything to the contrary in this Agreement, (x) all costs and expenses for the examinations described in clause (b)(i) hereof and all costs and expenses for the appraisals of Inventory described in clause (b)(ii) hereof shall be consistent with those obtained prior to the Closing Date and otherwise consistent with Agent’s internal appraisal grouppast practices. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section which shall not be construed included in the limits provided above) reasonably satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and during normal business hours, to (i) visit and inspect the Properties of any Obligor Loan Party and, upon not less than 45 days notice, any Pledged Subsidiary or Negative Pledged Subsidiary, and (ii) inspect, audit and make extracts from any ObligorLoan Party’s, Pledged Subsidiary’s or Negative Pledged Subsidiary’s books and recordsrecords (provided that, to the extent that the books and records of any Pledged Subsidiary or Negative Pledged Subsidiary are located at any location other than that of a Loan Party, Agent shall provide not less than 45 days notice prior to such inspection), and discuss with its officers, employees, agents, advisors and independent accountants such ObligorLoan Party’s, Pledged Subsidiary’s or Negative Pledged Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Loan Party, Pledged Subsidiary or Negative Pledged Subsidiary to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorLoan Party, Pledged Subsidiary or Negative Pledged Subsidiary. Obligors acknowledge To the extent any appraisal or other information is shared by Agent or a Lender with any Loan Party, Pledged Subsidiary or Negative Pledged Subsidiary, such Loan Party, Pledged Subsidiary or Negative Pledged Subsidiary acknowledges that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposespurposes and no Loan Party, and Obligors Pledged Subsidiary or Negative Pledged Subsidiary shall not be entitled to rely upon themit. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any ObligorLoan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three (3) times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that such reimbursement shall be limited to two (2) times per Loan Year if and so long as (x) Borrowers have achieved a Fixed Charge Coverage Ratio of greater than 1.25:1.00 as of the end of the most recent Fiscal Quarter for the twelve months then ended and (y) average Excess Availability over the three month period prior to any date of determination as calculated by Agent is greater than 35% of the Borrowing Base; provided, however, that, if an examination or appraisal is initiated during a Default or Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers Loan Parties without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Loan Parties shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (ai) Permit AgentIf the Inspection Covenant Trigger Period is not in effect, or its representatives or designeesthe Agent shall have the right, from time to at any time, subject upon reasonable notice and during normal business hours, up to two (2) times every year (except when there will be no such limitation if a Default or Event of Default exists) to reasonable notice and normal business hourshas occurred or is continuing), to visit and inspect the Properties of any Obligor or SubsidiaryBorrower and its Subsidiaries, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s and its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s its Subsidiaries’ business, financial condition, assets, prospects and results of operationsoperations and to conduct an appraisal of Inventory by an appraiser chosen by Agent. Lenders may participate in any such visit or inspection, at their own expense; and (ii) if the Inspection Covenant Trigger Period is in effect, the Agent shall have the right, at any time, upon reasonable notice and during normal business hours, up to three (3) times every year (except there will be no such limitation if a Default or Event of Default has occurred or is continuing), to visit and inspect the Properties of Borrower and its Subsidiaries, inspect, audit and make extracts from Borrower’s and its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants Borrower’s or its Subsidiaries’ business, financial condition, assets, prospects and results of operations and to conduct an appraisal of Inventory by an appraiser chosen by Agent. Lenders may participate in any such visit or inspection, at their own expense. (b) Neither Agent nor any Lender shall have any duty to any Obligor Obligated Party to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorObligated Party. Obligors Obligated Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Obligated Parties shall not be entitled to rely upon them. (bc) Reimburse Agent for all charges, costs and expenses of Agent in connection with such (i) examinations of any ObligorObligated Party’s or its Subsidiaries books and records or any other financial or Collateral matters as Agent deems appropriate, up appropriate (subject to three times per Loan YearSection 10.1.1(a)); and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsInventory. Subject to and without limiting the foregoing, Obligors Obligated Parties specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section 10.1.1 (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.excepting Section 10.1.1(a)) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor or to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, not more than three (3) times during any Fiscal Year (which amount shall not be capped following the occurrence and during the continuance of an Event of Default), subject (except when a Default or unless an Event of Default existshas occurred and is continuing) to reasonable notice and during normal business hourshours of the Borrower, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up inspections conducted pursuant to three times per Loan Year; and (ii) appraisals of Inventory and Equipment Section 10.1.1 up to one (1) time per Loan YearFiscal Year (which amount shall increase to two (2) times per Fiscal Year if a Due Diligence Trigger Period has occurred and is continuing at the time such examination or inspection is requested); provided, however, that if an any examination or appraisal inspection is initiated requested after the occurrence and during a Default or the continuance of an Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay AgentLender’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including charges for its internal examination groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section otherwise outside the Ordinary Course of Business until completion of applicable field examinations (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposesLender.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any ObligorBorrower. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three four times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time two times per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent for all its charges, costs and expenses of Agent actually incurred in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three times once per Loan Year; and Year (ii) appraisals with the first such examination to occur within six months of Inventory and Equipment up to one time per Loan Yearthe Closing Date); provided, however, that if (x) Availability (without giving effect to the Availability Block) has been less than the greater of (x) $2,000,000 or (y) 12.5% of the lesser of (A) the aggregate Revolver Commitments and (B) the Borrowing Base for three (3) consecutive days during any Loan Year, Agent may conduct one (1) additional examination or appraisal during such Loan Year at the cost and expense of Borrowers and (y) an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, Lender from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent Lender for all its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent Lender deems appropriate, up to three times per Loan Year; one time in any twelve month period, plus one additional examination in any twelve month period following the occurrence of an Inspection Trigger Event and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; providedin any twelve month period, howeverplus one additional appraisal in any twelve month period following the occurrence of an Inspection Trigger Event. Notwithstanding the foregoing limitations, that if an any examination or appraisal of any Property is initiated during a Default or Event of Default, all charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limitsthe limits set forth above. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay AgentLender’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard including charges of AgentLender’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or part thereof.) This Section outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed included in the limits provided above) satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposesLender.

Inspections; Appraisals. (a) Permit Agent, or its representatives or designeesany third party used for such purposes, from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of Intermediate Holdco, any Obligor Borrower or Subsidiary, inspect, audit and make extracts from any ObligorBorrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operationsoperations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors no Obligor shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time two times per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically Borrowers agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. (The current standard per diem charge for an employee groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties used for such purposes.