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, 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, 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; 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 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 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 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 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 (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 (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, 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 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 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 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 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, 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 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 (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, 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, 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 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 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 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, 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 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 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 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, 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 Borrower 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 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 not have any duty to any Obligor Borrower to make any inspection, nor or 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 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 twice per Loan Year (or three times per Loan YearYear during any Accelerated Reporting Trigger Period); 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); 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, which shall not be construed included in the limits provided above, in each case, satisfactory to limit Agent’s right to conduct examinations or to obtain appraisals at any time Lender in its discretionPermitted Discretion; 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), nor to use third parties for then such purposesacquired Collateral shall be included in the Borrowing Base calculation.

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 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 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 Equipment. 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. (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, but Borrowers’ reimbursement obligations shall be limited to charges, costs and expenses of one inspection or audit per year unless either (x) (A) a Default or Event of Default has occurred or (B) a Trigger Period is in effect or (y) Borrowers have requested such inspections, audits or appraisals for purposes of clause (f) of the definition of the term “Permitted Acquisitions.”

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, 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, 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 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 and/or any 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 Borrower or 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; provided an officer of such Borrower or Restricted Subsidiary shall have the right to be present at any such discussion. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent Agent, any Collateral 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 and each Collateral Agent within 30 days of demand 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 (including field examinations and audits) as Agent or any Collateral 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 two times per Loan Year (or, if Excess Availability is less than the greater of (A) $15,000,000 and (B) 15% of the lesser of (x) the Borrowing Base and (y) the aggregate amount of Commitments at any time during a Loan Year, up to three times during such Loan Year); provided, however, that if an examination or appraisal is initiated or conducted 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 and the Collateral Agents’ then standard charges for each day that an employee of Agent or its any of the Collateral Agents or their respective Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s and the Collateral Agents’ respective internal appraisal groupgroups. (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 any 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, 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 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 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, if the date of determination is not during an Accelerated Appraisal and Field Exam Period, up to three one time per Loan Year and, if the date of determination is during an Accelerated Appraisal and Field Exam Period, up to two times per Loan Year; , and (ii) appraisals of Inventory Inventory, if the date of determination is not during an Accelerated Appraisal and Equipment Field Exam Period, up to one time per Loan Yearcalendar year and, if the date of determination is during an Accelerated Appraisal and Field Exam Period, up to two times per calendar 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 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 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 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 SubsidiaryRestricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any ObligorLoan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such ObligorLoan Party’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 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. (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) appraisals of Inventory and Equipment up to one (1) time (or, during any Audit Trigger Period, 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 10.1.9 on at least an employee annual basis. In addition to the foregoing, during an Event 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 Default, at any time in its discretion, nor Agent shall be permitted to use third parties for such purposesrequest appraisals of Fixed Asset Priority Collateral up to two (2) times per Loan Year.

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 any 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 three times per Loan Yearappropriate at the intervals permitted under Section 8.2; and (ii) during a Cash Dominion Trigger Period, appraisals of Inventory Equipment and Equipment Real Estate up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated after the occurrence and during the continuance of 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 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 (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 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 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, Agent (or any of its representatives or designees, authorized representatives) 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, conduct audit field examinations and 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 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 times per Loan Year; and (ii) appraisals of Inventory Inventory, Equipment and Equipment up to one time per Loan Year; provided, however, that Real Estate (if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor any). Borrowers 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 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, from time to timeLender, 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’s or Subsidiary’s Properties, and inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and Borrower's records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s Borrower's, Subsidiaries’ and their respective Affiliates’ 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 Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Obligors no 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 Borrowers’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three (x) one (1) time per Loan Year if no Increased Examination Trigger Period occurs during such Loan Year and (y) two (2) times per Loan Year if an Increased Examination Trigger Period occurs during such Loan Year; and (ii) appraisals of Inventory and Equipment Inventory, up to one (1) time per Loan Year if an Increased Appraisal Trigger Period occurs during such 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 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 Lender'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. 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 appraisals conducted by Lender while there exists a Default or Event of Default nor to the number of appraisals that Lender may conduct at its own cost.

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 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 Parent or any Obligor or Subsidiary, inspect, audit and make extracts from Parent's or any Obligor’s or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s Parent's or any 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 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 '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 YearYear (or updates of prior appraisals, as Agent may require); and (iii) examinations, analysis and other due diligence of or relating to the Property and assets acquired or proposed to be acquired pursuant to any Permitted Acquisition and all matters relating to such Property or assets or acquisitions, in each case as Agent may in its discretion deem necessary or appropriate; provided, however, that Agent may also undertake any such examinations or appraisals at any time at its own expense and if an examination or appraisal is initiated during a Default or Event of Default, such examinations and appraisals may occur at such times and as often as Agent may require and 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 '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 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 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, 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; provided, however, the Agent will not conduct more than one such inspection, audit or examination per Fiscal Year so long as (i) no Default or Event of Default has occurred and is continuing and (ii) no Loans or Letters of Credit are outstanding or have been outstanding during the prior twelve (12) month period. 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 no more than one time per Loan Fiscal Year; provided, however, that there shall be no reimbursement if such inspection occurs when (i) no Default or Event of Default has occurred and is continuing and (ii) no Loans or Letters of Credit are outstanding or have been outstanding during the prior twelve (12) month period; and (ii) appraisals of Inventory and Equipment up to one time per Loan Fiscal Year; provided, however, that if an examination or appraisal of Inventory, Equipment or Real Estate is initiated during a Default or Event of DefaultTrigger 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 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 or to use third parties 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 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, 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 two times per Loan Year (or, during any Reporting Trigger Period, 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 appraisal group. (The current standard per diem charge for an employee examination groups, as well as the charges of Agent or the any third party currently utilized by Agent is $850 per day or part thereofused for suchpurposes.) 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 reasonable out-of-pocket and allocate internal 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, if an Exam Trigger Event has occurred during such Loan Year, up to one additional examination during the 12 month period following such Exam Trigger Event; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Year and, if an Appraisal Trigger Event has occurred during such Loan Year, up to one additional appraisal of Inventory during the 12 month period following such Appraisal Trigger Event; and (iii) appraisals of Real Estate, as applicable, in connection with each Eligible Real Estate Inclusion Date; provided, however, that if an examination or appraisal (including any appraisal of Equipment) is initiated during a Default or the continuation of any Event of Default, all reasonable out-of-pocket and allocated internal 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. examination group (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 information purposes only, the per day or part thereof.) per field examiner charge as of the date hereof is currently $1,000 per day). 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 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 reasonable and out-of-pocket charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to Borrowers shall pay reasonable and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard customary 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 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 reasonable out-of-pocket and allocate internal 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, if an Exam Trigger Event has occurred during such Loan Year, up to one additional examination during the 12 month period following such Exam Trigger Event; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Year and, if an Appraisal Trigger Event has occurred during such Loan Year, up to one additional appraisal of Inventory during the 12 month period following such Appraisal Trigger Event; and (iii) appraisals of Real Estate, as applicable, in connection with each Eligible Real Estate Inclusion Date; provided, however, that if an examination or appraisal (including any appraisal of Equipment) is initiated during a Default or the continuation of any Event of Default, all reasonable out-of-pocket and allocated internal 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. examination group (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 information purposes only, the per day or part thereof.) per field examiner charge as of the date hereof is currently $1,000 per day). 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, 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 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 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 limitslimit. 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 appraisal examination group. (The current standard per diem charge for an employee , 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 prior notice and (except when a Default or Event of Default exists) only during 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 any 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 purposes, and Obligors 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 up to one (1) examination per year (and, during the existence of an Event of Default, any additional 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 Yearappropriate in its Permitted Discretion; and (ii) appraisals of Inventory and Equipment up to one time (1) appraisal per Loan Year; providedyear (and, however, that if during the existence of an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by any additional appraisals) of Obligor’s Inventory as Agent deems appropriate in its Permitted Discretion. Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then 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 the standard including charges of for Agent’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. Unless otherwise agreed in writing 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 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 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 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 Parent and Xxxxxxxxx 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. The Obligors will deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for any Obligor. The Agent may, without expense to the Agent, use any Obligor’s respective personnel, supplies, and real estate as may be reasonably necessary for maintaining or enforcing the Agent’s Liens. The Agent shall have the right, at any time, in the Agent’s name or in the name of a nominee of the Agent, to verify the validity, amount or any other matter relating to the Contracts, Accounts, Inventory or other Collateral, by mail, telephone or otherwise. (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 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 relating thereto 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, representatives designated by Required Lenders 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 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; provided that so long as no Default or Event of Default shall have occurred and be continuing, Required Lenders and Agent shall not conduct more than one such inspection during any twelve (12) month period and Borrower shall reimburse Required Lenders or Agent, as applicable, for its reasonable and documented out-of-pocket charges, costs and expenses in connection therewith; provided, further that if an Exam Trigger Period occurred in such period, Obligors shall reimburse Required Lenders or Agent, as applicable, for all such charges, costs and expenses associated with two inspections during such period. Lenders may participate in any such visit or inspection, at their own expense. Neither Required Lenders nor 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 Required Lenders for their purposes, and Obligors shall not be entitled to rely upon them. (b) Reimburse Agent Required Lenders or Agent, as applicable, for all its reasonable and documented 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 times one time per Loan Yearcalendar year; provided, that if (i) an Exam Trigger Period occurred in such period, Obligors shall reimburse Required Lenders or Agent, as applicable, for all such charges, costs and expenses associated with two examinations in a 12-month period 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 such charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limitslimits on the frequency of examinations. Subject to and without limiting the foregoingObligors shall pay Required Lenders or Agent, Obligors specifically agree to pay Agent’s as applicable, 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 group, 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) 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, Subsidiary for the purpose of conducting an annual (or more frequently at Agent's discretion) field audit (which field audit shall include the right to 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. Notwithstanding anything to the contrary herein, no Borrower or 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 Agent (or its designated representative) is then prohibited by Applicable Law or any agreement binding on such 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) b. Reimburse Agent for all 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 appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time three times 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 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 '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, 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 ObligorBorrower’s or Subsidiary’s books and records, and discuss on a confidential basis 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 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 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 without regard to such limits. Subject to and without limiting the foregoing, Obligors Borrowers 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 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, 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 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 operations with (i) its Senior Officers, employees, agents and advisors and (ii) its independent accountants, provided that Borrower is provided reasonable prior notice of any such visit or inspection, at their own expensediscussions with its independent accountants and is given an opportunity to be present during any such discussions. Neither Agent nor any Lender shall not 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 Lender for their its purposes, and Obligors the Loan Parties 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 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 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 AgentLender’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 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 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 two times per Loan Year (or three times per Loan Year; and Year if Aggregate Availability at any time during such Loan Year is less than 15% of the aggregate Revolver Commitments at such time for five (ii5) appraisals of Inventory and Equipment up to one time per Loan Yearconsecutive days); 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 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.

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. So long as no Default or Event of Default has occurred and is continuing, Agent and Lenders agree to give Borrower Agent reasonable notice of any such visit or inspection. (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 limitsInventory. Subject to and without 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 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 reasonable out-of-pocket and allocate internal 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, if an Exam Trigger Event has occurred during such Loan Year, up to one additional examination during the 12 month period following such Exam Trigger Event; and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Year and, if an Appraisal Trigger Event has occurred during such Loan Year, up to one additional appraisal of Inventory during the 12 month period following such Appraisal Trigger Event; provided, however, that if an examination or appraisal (including any appraisal of Equipment) is initiated during a Default or the continuation of any Event of Default, all reasonable out-of-pocket and allocated internal 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. examination group (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 information purposes only, the per day or part thereof.) per field examiner charge as of the date hereof is currently $1,000 per day). 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 unless 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 records, and discuss with its officers, employees, agents, advisors and independent accountants (provided that representatives of the Borrowers shall be permitted to be present at any discussion with the independent accountants) such ObligorBorrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Each Borrower and its Subsidiaries may place reasonable limits on access to information, the disclosure of which is subject to attorney-client or attorney work product privileges and neither any Borrower nor any Subsidiary shall be required to disclose any trade secrets. 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 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 reasonable deems appropriate, up to three one (1) time per calendar year (and up to two (2) times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one calendar year, if, at any time per Loan Yearduring the prior 12 month period, a Reporting Trigger Period was in effect); provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all reasonable and documented 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 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 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 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 ObligorXxxxxxxx’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 times per Loan Yearone time each calendar year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Yeartwo times each calendar year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Defaultany Collateral Trigger Period, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limitsfor one additional examination of books and records and one additional appraisal of inventory. Subject to For the avoidance of doubt, upon the occurrence and without limiting during the foregoingcontinuance of an Event of Default, Obligors specifically the Agent may conduct additional field examination and appraisals as deemed necessary and the Agent shall be reimbursed for the same. 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. For the avoidance of doubt, such examination and appraisal shall exclude information subject to confidentiality obligations or attorney-client privilege.

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. 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 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 prior 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. 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.86 NAI-1507796678v9 (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, if the date of determination is not during an Accelerated Appraisal and Field Exam Period, up to three one time per Loan Year and, if the date of determination is during an Accelerated Appraisal and Field Exam Period, up to two times per Loan Year; , and (ii) appraisals of Inventory Inventory, if the date of determination is not during an Accelerated Appraisal and Equipment Field Exam Period, up to one time per Loan Yearcalendar year and, if the date of determination is during an Accelerated Appraisal and Field Exam Period, up to two times per calendar 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 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 (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, in each case, on behalf of the Secured Parties. 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 one (1) time per Loan Year and up to two (2) times per Loan YearYear if, at any time in the prior 12 month period, Availability has been less than the greater of 15% of the Borrowing Base and $11,000,000 for a period of five (5) consecutive Business Days; and (ii) appraisals of Inventory and Equipment Inventory, up to one (1) time per Loan YearYear and up to two (2) times per Loan Year if, at any time in the prior 12 month period Availability has been less than the greater of 15% of the Borrowing Base and $11,000,000 for a period of five (5) consecutive Business Days; provided, howeverthat, that if an examination or appraisal is initiated during a Default or Event of Default, all reasonable and documented 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 and documented 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 its 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. 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 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, 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 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 any Obligor Borrower or 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 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 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 one time per calendar year (or up to two times per Loan Yearduring such calendar year if Availability on any day during such year is less than, at any time, an amount equal to 15% of the Maximum Facility Amount); and (ii) appraisals of Inventory and Equipment Inventory, up to one time per Loan Yearcalendar year (or up to two times during such calendar year if Availability on any day during such year is less than, at any time, an amount equal to 15% of the Maximum Facility Amount); (iii) appraisals of Intellectual Property (other than Excluded Intellectual Property), up to one time per calendar year (or up to two times during such calendar year if Availability on any day during such year is less than, at any time, an amount equal to 15% of the Maximum Facility Amount); (iv) appraisals of Toptracer Bays, up to one time per calendar year (or up to two times during such calendar year if Availability on any day during such year is less than, at any time, an amount equal to 15% of the Maximum Facility Amount); and (v) appraisals of the Real Estate located at 0000 Xxxxxxxxxx Xxxx, Carlsbad, CA 92008, up to one time per calendar year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all reasonable and documented 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 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 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, 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 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 Equipment up to one time per Loan Year; provided, however, that (A) Borrowers shall reimburse Agent for all charges, costs and expenses in connection with a second examination in any Loan Year if Availability has been less than 15% of the Revolver Commitments at any point in such Loan Year, and (B) 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 limitslimit. 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 appraisal examination group. (The current standard per diem charge for an employee , 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 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 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 Upon the request of the Agent after reasonable prior notice, permit the Agent or professionals (including investment bankers, consultants, accountants and lawyers) retained by the Agent to conduct field examinations and other evaluations, including, without limitation, of (1) the Borrower Agent’s practices in the computation of the Revolver Borrowing Base and Term Loan Borrowing Base, (2) the assets included in the Revolver Borrowing Base and Term Loan Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and (3) the Obligors’ business plan and cash flows; provided, that so long as Revolver Agent conducts field examinations and Inventory appraisals at the times and with the frequency provided in the Revolver Loan Agreement, and thereafter promptly provides Agent with copies of such examinations and appraisals, then Agent shall not conduct its own field examinations and/or appraisals of Inventory (it being understood and agreed that the Agent and Lenders shall receive and may rely on any such appraisals conducted pursuant to the Revolver Loan Agreement); provided, further in the event Revolver Agent fails to conduct field examinations and Inventory appraisals at the times and with the frequency provided in the Revolver Loan Agreement, and/or fails to promptly provide Agent with copies of such examinations and appraisals, then Agent shall be permitted to conduct its own field examinations and/or appraisals of Inventory (in each case subject to the Intercreditor Agreement). Borrowers further agree to pay Agent’s then standard charges for examination activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the reasonable and documented charges of any third party used for such purposes. Borrowers shall also reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with the conduct of independent third party appraisals of Term Priority Collateral, as follows: two (i2) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times Intellectual Property appraisals per Loan Year; , and two (ii2) Equipment appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that during any Increased Field Exam/Appraisal Period, the Borrowers shall reimburse Agent for up to: three (3) appraisals of Intellectual Property, and three (3) appraisals of Equipment per Loan Year, and (ii) if an a field 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 Notwithstanding the foregoing, Obligors specifically agree in addition to pay Agent’s then standard charges for each day that an employee of the field examinations and appraisals described above, the Agent may have additional field examinations and appraisals conducted (x) as it in its discretion deems necessary or appropriate at its Affiliates is engaged in any examination activitiesown expense, and (y) if required by Law or if an Event of Default shall pay have occurred and be continuing, at the standard charges Borrowers’ expense. 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’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 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) $9,000,000 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.otherwise outside the Ordinary Course of Business (i) This Section until completion of applicable field examinations and appraisals (which shall not be construed included in the limits of provided above) satisfactory to limit Agent’s right Administrative Agent or (ii) as agreed to conduct examinations or to obtain appraisals at any time by the Administrative Agent in its sole discretion, nor to use third parties for such purposes.