SECTION # Appraisals. At any time that the Administrative Agent requests, each Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall solely be responsible for the costs and expenses of two (2) Inventory appraisals during the 12-month period occurring after the Effective Date, and the Loan Parties shall solely be responsible for the costs of expenses of one (1) Inventory appraisal during each 12-month period occurring thereafter; provided, further, that the Loan Parties shall be responsible for the costs and expenses of one (1) additional Inventory appraisal during any 12-month period if, at any time during such period, Availability falls below the greater of # $50,000,000 or # 40% of the lesser of the # Aggregate Revolving Commitment or # Borrowing Base; and provided, further, that a single appraisal shall consist of an appraisal of each of the Borrowers’ and their Subsidiaries’ Inventory. Notwithstanding the foregoing, the Loan Parties shall be responsible for the costs and expenses of any and all Inventory appraisals conducted while an Event of Default has occurred and is continuing.

At any time in the Administrative Agent’s sole discretion upon the occurrence and during the continuance of a Designated Event of Default, and at such other times not more frequently than once per 12-month period to the extent either Revolving Credit Exposure is in excess of $40.0 million at any time or Revolving Credit Exposure is in excess of $0 for five (5) consecutive Business Days, the Loan Parties will, at their expense and upon the Administrative Agent’s request, permit any Acceptable Appraiser to conduct appraisals of the Inventory at reasonable business times and upon reasonable prior notice to the Borrowers. The Loan Parties will reasonably cooperate with the Administrative Agent and such Acceptable Appraiser in the conduct of such appraisals. Such appraisals will be prepared in a form and on a basis reasonably satisfactory to the Administrative Agent, such appraisals to include, without limitation, information required by applicable law and by the internal policies of the Lenders. In addition, the Loan Parties will have the right (but not the obligation), at their expense, at any time and from time to time to provide the Administrative Agent with additional appraisals or updates thereof of any or all of the Inventory from any Acceptable Appraiser prepared in a form and on a basis reasonably satisfactory to the Administrative Agent, in which case such appraisals or updates shall be used in connection with the determination of the Net Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. With respect to each appraisal made pursuant to this Section 5.07(3) after the Closing Date, # the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and # any adjustments to the Net Orderly Liquidation Value or any Borrowing Base hereunder as a result of such appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such appraisal. The Administrative Agent shall provide a copy of any appraisal to any Lender upon such Lender’s request.