Appraisals. ​ may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to ​, for the purpose of appraising Loan Parties' assets. Absent the occurrence and continuance of an Event of Default at such time, ​ shall consult with Administrative Borrower as to the identity of any such firm. ​ shall reimburse ​ for the costs, expenses and charges incurred by ​ in respect of any such appraisal; provided that so long as no Event of Default exists, ​ shall have no obligation to pay or reimburse ​ for more than one appraisal for each category of non-Inventory assets in any calendar year.

Appraisals. The Agent shall have received appraisals of the Properties, which shall be reasonably satisfactory in form and substance to the Agent.

Appraisals. The Agent may obtain from time to time, an M.A.I. appraisal of any Property prepared in accordance with written instructions from the Agent by an independent appraiser engaged directly by or otherwise reasonably acceptable to the Agent and in form reasonably satisfactory to the Agent (including satisfaction of applicable regulatory requirements) (each, an “Appraisal”). Subject to the next succeeding sentence, the cost of any such Appraisal shall be borne by the Borrowers # if such Appraisal is the first Appraisal for a given Property in any calendar year and # in all events if # the Agent orders such Appraisal after the occurrence of an Event of Default, # there is, in the Agent’s reasonable judgment, a Material Adverse Change, # in connection with a proposed extension pursuant to Section 2.1.5 hereof, or # at any time such Appraisal is required by applicable law or regulatory requirements, and, in each such case, such cost is due and payable by the Borrowers upon demand and shall be secured by the Loan Documents. The Borrowers’ obligation to bear the cost of Appraisals of each Property obtained pursuant to clause (i) and subclause (ii)(z) above shall be limited to not more than one (1) Appraisal per Property per Fiscal Year, provided that the foregoing limitation # will be suspended following the occurrence and during the continuation of any Default and # will terminate upon the occurrence of any Event of Default (it being agreed, however, that if the Agent subsequently grants a full waiver thereof and reinstates the Borrower to good standing hereunder, then the limitation will be considered reinstated on a prospective basis pending the occurrence of a further Event of Default, provided that, for the avoidance of doubt, in the event of a reinstatement following an Event of Default, any Appraisal obtained by the Agent prior to or during the continuance of such Event of Default shall not count towards the limitation).

Inventory Appraisals. [[Organization A:Organization]] shall reimburse [[Organization B:Organization]] for all reasonable and documented fees and out-of-pocket costs and expenses of any Inventory appraisals obtained by [[Organization B:Organization]]; provided, that so long as no Event of Default exists, [[Organization A:Organization]] shall have no obligation to

Permit 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 Collateral of any Borrower or its Domestic Subsidiaries, inspect, audit and make extracts from any Borrower’s or such 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 financial matters with the Agent or any authorized representative thereof, such Borrower’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 Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.

Collateral Field Examinations; Appraisals. [Section 5.13] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Section # Appraisals 80

appraisals and insurance reviews;

Section # Borrowing Base Certificate 125Certificates; Appraisals; Field Examinations 122

If the Administrative Agent, the Collateral Agent or the Required ​ reasonably determine that they are required by any Legal Requirements to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent.