Common use of Books and Records; Inspection and Audit Rights; Appraisals; Accountants Clause in Contracts

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hours, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Loan Parties’ practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (i) the Agents may undertake no more than one (1) commercial finance examination in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agentthe Lender, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; , provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, that the Loan Parties Borrower shall pay be furnished the reasonable out-of-pocket expenses for only one such visit/inspection opportunity to participate in any calendar yearsuch discussions. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Lender and after reasonable prior notice, permit any Agent agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Lender to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations. Without limiting the foregoing, including, without limitation, of (i) the Loan Parties’ practices in Parties acknowledge that the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (i) the Agents Lender may undertake no more than one up to four (14) commercial finance examination in any calendar year examinations each Fiscal Year after the Closing Date, at the Loan Parties’ expense (provided that expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Lender may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachit in its reasonable discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and or as may be continuing)required by Applicable Law, and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause Loan Parties shall not be obligated to pay for any such additional appraisals to be taken as the Agents reasonably determine (each, at the expense and commercial finance examinations unless an Event of the Loan Parties) if any Cash Dominion Event shall have Default has occurred and be is continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Lender and shall instruct such accountants to cooperate with, and be reasonably available to, the Agents Lender or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subjectLender, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given furnished the opportunity to be present all participate in any such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by the Administrative Agent or any Co-Collateral Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as such Loan Party is afforded an opportunity to be present) and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will from time to time upon the reasonable request of the Administrative Agent or any Co-Collateral Agent, permit the Administrative Agent or any Co-Collateral Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Co-Collateral Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Loan PartiesDomestic Borrowers’ and the Canadian Borrower’s practices in the computation of the Tranche A Borrowing BaseBase and, the Canadian Borrowing Base and Incremental Availability, and (ii) the assets included in the Tranche A Borrowing Base and, the Canadian Borrowing Base and the proceeds therefrom Incremental Availability and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following, the Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Administrative Agent, the Co-Collateral Agents or and such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice therefor. The foregoing notwithstanding, appraisals: (i) The Co-Collateral Agents (acting in consultation with the Agents Administrative Agent) may undertake no more than conduct one (1) commercial finance examination in any each calendar year for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense; provided that, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may conduct up to two (2) commercial finance examinations in a calendar year if Excess Availability falls below twenty-five percent (25%) of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year, in each case, for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, in each case, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may cause to be taken (A) up to one (1) additional commercial finance examination for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, at any time in each calendar year at the expense of the Lenders, and (provided that B) after the occurrence and during the continuance of any Specified Default, such additional commercial finance examinations for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine are necessary or appropriate (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and . (ii) The Co-Collateral Agents (acting in consultation with the Agents Administrative Agent) may undertake no more than one (1) appraisal in any each calendar year of (A) the Domestic Loan Parties’ BRU Inventory, (B) the Domestic Loan Parties’ TRU Inventory, (C) the Canadian Loan Parties’ BRU Inventory, and (D) the Canadian Loan Parties’ TRU Inventory, each at the Loan Parties’ expense; provided that, the Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake up to two (2) appraisals in a calendar year for each category of Inventory described in clauses (A) through (D) above if Excess Availability falls below twenty-five percent (25%) of the Line Cap for twenty (20) consecutive calendar days at any time in such calendar year, in each case, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), may cause to be undertaken (x) up to one additional Inventory appraisal for each category of Inventory described in clauses (A) through (D) above, at any time in each calendar year at the expense of the Lenders, and (provided that y) after the occurrence and during the continuance of any Specified Default, such additional Inventory appraisals as the Co-Collateral Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine are necessary or appropriate (each, at the expense of the Loan Parties). (iii) if The Co-Collateral Agents (acting in consultation with the Administrative Agent) may undertake one appraisal of other Collateral in each twelve calendar month period for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Co-Collateral Agents (acting in consultation with the Administrative Agent), after the occurrence and during the continuance of any Cash Dominion Event shall have occurred Specified Default, may cause such additional appraisals of other Collateral to be undertaken for each of the Domestic Loan Parties and be continuingCanadian Loan Parties, as applicable, as the Co-Collateral Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent and the Co-Collateral Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of themAdministrative Agent or any Co-Collateral Agent; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Subsidiaries to, keep proper books of record and account (or, in the case of Subsidiaries located in jurisdictions outside of the United States, in accordance with GAAP accepted accounting standards and legal requirements of the applicable jurisdiction) and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activitiesactivities and report such results in accordance with GAAP. Each Loan Party will, and will cause each Subsidiary of it its Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause its Subsidiaries to, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals; provided that the Loan Parties shall be responsible only for the costs and expenses of two (2) appraisals within thirty of Inventory, one (301) appraisal of Equipment (plus an appraisal of Equipment to commence approximately 60 days after receipt the Closing Date), and two (2) commercial finance examinations in any twelve month period following the Closing Date, unless an Event of an invoice therefor. The foregoing notwithstanding, Default shall have occurred and be continuing (i) in which case the Agents may undertake no more than one (1) such additional appraisals and commercial finance examination in any calendar year at examinations as it deems appropriate). Notwithstanding the foregoing limitations on the Loan Parties’ expense (provided that obligation to pay the Agentsexpenses for appraisals and commercial finance examinations prior to the occurrence of an Event of Default, any Agent may undertake such additional appraisals and commercials finance examinations prior to the occurrence of an Event of Default as it, in their its reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (eachdeems necessary, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)Lenders. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing who are reasonably satisfactory to the Agents and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as a Borrower is afforded an opportunity to be present) and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Loan PartiesDomestic Borrowers’ and the Canadian Borrower’s practices in the computation of the Tranche A Borrowing Base (or Tranche A-1 Borrowing Base, if then applicable) and the Canadian Borrowing Base, and (ii) the assets included in the Tranche A Borrowing Base (or Tranche A-1 Borrowing Base, if then applicable) and the proceeds therefrom Canadian Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (ix) the Agents Collateral Agent (acting in consultation with the Administrative Agent) may undertake conduct no more than one three (13) commercial finance examination examinations in any calendar year at for each of the Domestic Loan Parties and Canadian Loan Parties’ expense , as applicable (provided that the AgentsCollateral Agent (acting in consultation with the Administrative Agent), in their its reasonable discretion, if any Specified Default exists, may cause such additional commercial finance examinations to be undertaken taken for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable as the Agents Collateral Agent reasonably determine determines (each, at the expense of the Loan Parties) and further provided that as long as Monthly Excess Availability is and has been for a period of twelve consecutive months greater than the lesser of (i) 50% of the sum of the Tranche A Borrowing Base (or Tranche A-1 Borrowing Base, if any Cash Dominion Event shall have occurred and be continuing), then applicable) plus the Canadian Borrowing Base and (ii) $750,000,000 and no Specified Default exists, the Agents Collateral Agent may undertake conduct no more than one (1) appraisal commercial finance examination for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable in any such calendar year at the Loan Parties’ expense expense), and (y) the Collateral Agent (acting in consultation with the Administrative Agent), as applicable, may undertake no more than three (3) appraisals of (A) the Domestic Loan Parties’ BRU Inventory, (B) the Domestic Loan Parties’ TRU Inventory, (C) the Canadian Loan Parties’ BRU Inventory, and (D) the Canadian Loan Parties’ TRU Inventory, in any calendar year (provided that the AgentsCollateral Agent (in consultation with the Administrative Agent), in their its reasonable discretion, if any Specified Default exists, may cause such additional Inventory appraisals to be taken as the Agents such Collateral Agent reasonably determine determines (each, at the expense of the Loan Parties) and further provided that as long as Monthly Excess Availability is and has been for a period of twelve consecutive months greater than the lesser of (i) 50% of the sum of the Tranche A Borrowing Base (or Tranche A-1 Borrowing Base, if then applicable) plus the Canadian Borrowing Base and (ii) $750,000,000 and no Specified Default exists, the Collateral Agent may conduct no more than one appraisal for each category of Inventory described in clauses (A) through (D) above, in such calendar year at the Loan Parties’ expense) (provided further that, the Collateral Agent (in consultation with the Administrative Agent cert) may undertake at its sole expense whether or not a Specified Default exists, one additional appraisal for each such category of Inventory), and (z) the Collateral Agent (in consultation with the Administrative Agent) may undertake appraisals of other Collateral for each of the Domestic Loan Parties and Canadian Loan Parties, as applicable, once in each twelve calendar month period (provided that the Collateral Agent (in consultation with the Administrative Agent), in its reasonable discretion, if any Cash Dominion Event shall have occurred and Specified Default exists, may cause such additional such appraisals to be continuingtaken as the Collateral Agent reasonably determines (each, at the expense of the Loan Parties). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries entries, in all material respects, are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hourshours prior to the occurrence of an Event of Default, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and internal accountants and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that. In no event shall the requirements set forth in this SECTION 5.08(a) require the Borrower to provide any such information which (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent, the ABL Term Loan Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or third party confidentiality obligations (so long as no Event such confidentiality obligation was not entered into in contemplation of Default this exception) or Cash Dominion Event has occurred and (iii) is continuing, the Loan Parties shall pay the reasonable outsubject to attorney-ofclient or similar privilege or constitutes attorney work-pocket expenses for only one such visit/inspection in any calendar yearproduct. (b) Each Loan Party will, and will cause its Material Domestic Subsidiaries to, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisersAgent’s Advisors) retained by the Agents, on subject to reasonable prior written notice and during normal business hourshours prior to the occurrence of an Event of Default, to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, the FILO Borrowing Base and the ABL Term Borrowing Base, and (ii) the assets included in the Borrowing Base, the FILO Borrowing Base and the proceeds therefrom ABL Term Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Administrative Agent shall promptly deliver copies of the final appraisals and commercial finance examinations to the ABL Term Loan Agent. Any Lender, at its own expense, may accompany any Agent or professionals retained by any Agent on such examination. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30x) days after receipt the Agents may, collectively in their reasonable discretion (and, shall, upon the written request of an invoice therefor. The foregoing notwithstandingthe ABL Term Loan Agent), (i) conduct the Agents may undertake no more than Inventory appraisal and field examination in process as of the Closing Date, (ii) conduct up to (x) two (2) desktop appraisals per month of the Borrower’s Inventory, and (y) without limiting clause (i) above, one (1) additional commercial finance examination in and one (1) additional full appraisal of the Borrower’s Inventory during the term hereof, and (ii) if any calendar year at the Loan Parties’ expense (provided that the AgentsEvent of Default exists, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional Inventory appraisals to be taken as the Agents reasonably determine (eachdetermine, in each case at the expense of the Loan Parties) if any Cash Dominion Event . The Agents may, collectively in their reasonable discretion, conduct such additional commercial finance examinations and such additional Inventory appraisals as it, in its discretion deems necessary or appropriate, at the Lenders’ expense. The Agents shall have occurred promptly deliver copies of such commercial finance examinations and be continuingInventory appraisals to the Lenders pursuant to the provisions of SECTION 8.13(c). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain Ernst & Young or another independent certified registered public accountants accounting firm of recognized national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsstanding. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following the Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice therefor. The foregoing notwithstanding, appraisals. (i) the The Agents may undertake no more than one conduct up to two (12) commercial finance examination examinations in any each calendar year year, each at the Loan Parties’ expense; provided that, if Availability at any time is less than the greater of (i) 15% of the lesser of (A) the then Borrowing Base or (B) the then Revolving Credit Ceiling and (ii) $65,000,000, in each case for five (5) consecutive Business Days, or a Specified Default has occurred and is continuing, the Agents may conduct up to three (3) commercial finance examinations in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Agents (A) may undertake one additional commercial finance examination in each calendar year at the sole expense of the Agents, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional commercial finance examinations to be taken as the Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (ii) The Agents may conduct up to two (2) appraisals of the Loan Parties’ Inventory in each calendar year, each at the Loan Parties’ expense; provided that, if Availability at any time is less than the greater of (i) 15% of the lesser of (A) the then Borrowing Base or (B) the then Revolving Credit Ceiling and (ii) $65,000,000, in each case for five (5) consecutive Business Days, or a Specified Default has occurred and is continuing, the Agents may conduct up to three (3) appraisals of the Loan Parties’ Inventory in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Agents (A) may undertake one additional Inventory appraisal in each calendar year at the sole expense of the Agents, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be taken as the Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). (iii) The Agents may undertake appraisals of other Collateral once in each twelve calendar month period (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretionSpecified Default exists, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effectmatters in any material respect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent (or any Lender may request in writing that the Loan PartyLender, at its own the sole cost and expense, expense of such Lender) may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant to such breach, of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof Party) and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or reviewassessment. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All Except as provided above with respect to any environmental assessment performed by any Lender that is not the Collateral Agent, all environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) i. Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance in all material respects with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that. Notwithstanding anything to the contrary in this SECTION 5.08, so long as no Event neither the Lead Borrower nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of Default which disclosure to the Administrative Agent or Cash Dominion Event has occurred and any Lender (or their representatives or contractors) is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in prohibited by law or any calendar yearbinding agreement or (ii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) ii. Each Loan Party will from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following the Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30appraisals. a) days after receipt of an invoice therefor. The foregoing notwithstanding, (i) the Agents may undertake no more than conduct up to one (1) commercial finance examination in any each calendar year at the Loan Parties’ expense; provided that, if Availability at any time is less than the greater of (i) 20% of the Loan Cap and (ii) $90,000,000, in each case for five (5) consecutive Business Days, or a Specified Default has occurred and is continuing, the Agents may conduct up to two (2) commercial finance examinations in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one additional commercial finance examination in each calendar year at the sole expense of the Administrative Agent, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional commercial finance examinations to be taken as the Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). b) The Agents may conduct up to one (1) appraisal of the Loan Parties’ Inventory in each calendar year at the Loan Parties’ expense; provided that, if Availability at any time is less than the greater of (i) 20% of the Loan Cap and (ii) $90,000,000, in each case for five (5) consecutive Business Days, or a Specified Default has occurred and is continuing, the Agents may conduct up to two (2) appraisals of the Loan Parties’ Inventory in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Agents (A) may undertake one additional Inventory appraisal in each calendar year at the sole expense of the Agents, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be taken as the Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties). c) The Agents may undertake appraisals of other Collateral once in each twelve (12) calendar month period (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretionSpecified Default exists, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)). (c) iii. The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) iv. At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach matters in any respect that could reasonably be expected to have result in a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent (or any Lender may request in writing that the Loan PartyLender, at its own the sole cost and expense, expense of such Lender) may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant to such breach, of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof Party) and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, reasonably cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full reasonable access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or reviewassessment. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All Except as provided above with respect to any environmental assessment performed by any Lender that is not the Collateral Agent, all environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hourshours prior to the occurrence of an Event of Default, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and internal accountants and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no unless an Event of Default or Cash Dominion Event has occurred and is continuing, other than as set forth in SECTION 5.08(b), the Loan Parties shall pay the reasonable out-of-pocket only be required to reimburse an Agent (or any of its representatives so designated) for its costs and expenses for only one (1) such visit/visit and inspection in any calendar year. (b) Each Loan Party will, and will cause its Material Domestic Subsidiaries to, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on subject to reasonable prior written notice and during normal business hourshours prior to the occurrence of an Event of Default, to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Any Lender, at its own expense, may accompany any Agent or professionals retained by any Agent on such examination. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (ix) the Agents may undertake may, collectively in their reasonable discretion, conduct no more than one (1) commercial finance examination and one (1) appraisal of the Borrower’s Inventory in any calendar year at the Loan Parties’ expense (provided that (i) if at any time during such calendar year, Availability is less than the greater of (x) $25,000,000, or (y) twenty-five percent (25%) of the Line Cap, the Agents may, collectively in their reasonable discretion, conduct two (2) commercial finance examinations and two (2) Inventory appraisals during such calendar year, and (ii) if any Event of Default exists, the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional Inventory appraisals to be taken as the Agents reasonably determine (eachdetermine, in each case at the expense of the Loan Parties) if ). The Agents may, collectively in their reasonable discretion, conduct such additional commercial finance examinations and such additional Inventory appraisals during any Cash Dominion Event calendar year as it, in its discretion deems necessary or appropriate, at the Lenders’ expense. The Agents shall have occurred promptly deliver copies of such commercial finance examinations and be continuingInventory appraisals to the Lenders pursuant to the provisions of SECTION 8.13(c). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain Ernst & Young or another independent certified registered public accountants accounting firm of recognized national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsstanding. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Material Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it its Material Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hourshours prior to the occurrence of an Event of Default, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and internal accountants and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no unless an Event of Default or Cash Dominion Event has occurred and is continuing, other than as set forth in SECTION 5.08(b), the Loan Parties shall pay the reasonable out-of-pocket only be required to reimburse an Agent (or any of its representatives so designated) for its costs and expenses for only one (1) such visit/visit and inspection in any calendar year. (b) Each Loan Party will, and will cause its Material Subsidiaries to, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on subject to reasonable prior written notice and during normal business hourshours prior to the occurrence of an Event of Default, to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Any Lender, at its own expense, may accompany any Agent or professionals retained by any Agent on such examination. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (ix) the Agents may undertake may, collectively in their reasonable discretion, conduct no more than one (1) commercial finance examination and one (1) appraisal of the Borrower’s Inventory in any calendar year at the Loan Parties’ expense (provided that (i) if at any time during such calendar year, Availability is less than fifty percent (50%) of the Line Cap, the Agents may, collectively in their reasonable discretion, conduct two (2) commercial finance examinations and two (2) Inventory appraisals during such calendar year, and provided further that if at any time during such calendar year, Availability is less than the greater of (A) fifteen percent (15%) of the Line Cap, or (B) $25,000,000, the Agents may, collectively in their reasonable discretion, conduct three (3) commercial finance examinations and three (3) Inventory appraisals during such calendar year, and (ii) if any Event of Default exists, the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional Inventory appraisals to be taken as the Agents reasonably determine (eachdetermine, in each case at the expense of the Loan Parties) if ). The Agents may, collectively in their reasonable discretion, conduct such additional commercial finance examinations and such additional Inventory appraisals during any Cash Dominion Event calendar year as it, in its discretion deems necessary or appropriate, at the Credit Parties’ expense. The Agents shall have occurred promptly deliver copies of such commercial finance examinations and be continuingInventory appraisals to the Lenders pursuant to the provisions of SECTION 8.13(c). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain Ernst & Young or another independent certified registered public accountants accounting firm of recognized national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsstanding. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance consistent with GAAP past practices previously disclosed to the Administrative Agent and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any the Administrative Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any the Administrative Agent or the Required Revolving Credit Lenders, through the Administrative Agent, permit any the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Administrative Agent to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrowers' practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents Administrative Agent or such professionals with respect to such evaluations and appraisals. Without limiting the foregoing, the Loan Parties acknowledge that the Administrative Agent intend to undertake at least three (3) inventory appraisals within thirty and three (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (i) the Agents may undertake no more than one (13) commercial finance examination in any calendar examinations each fiscal year after the Effective Date, at the Loan Parties’ expense (provided that ' expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Administrative Agent may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachit, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and in its discretion deems necessary or appropriate, or as may be continuing)required by Applicable Law, and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause Loan Parties shall not be obligated to pay for any such additional appraisals to be taken as the Agents reasonably determine (each, at the expense and commercial finance examinations unless an Event of the Loan Parties) if any Cash Dominion Event shall have Default has occurred and be is continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ ' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, Administrative Agent. The Administrative Agent agrees that the retention of any of the "big four" national accounting firms is satisfactory to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any AgentAgent and the Term Lender, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; , provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, that Lead Borrower shall be furnished the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection opportunity to participate in any calendar yearsuch discussions. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders or the Term Lender through the Administrative Agent and after reasonable prior notice, permit any Agent or the Term Lender or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than one up to three (13) inventory appraisals and three (3) commercial finance examination in any calendar year examinations each Fiscal Year after the Closing Date, at the Loan Parties’ expense (provided that expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Agents or the Term Lender may cause such additional appraisals and commercial finance examinations to be undertaken as they in their reasonable discretion deem necessary or appropriate, or as may be required by Applicable Law, provided that the Agents reasonably determine Loan Parties shall not be obligated to pay for any such additional appraisals and commercial finance examinations unless (eachi) an Event of Default has occurred and is continuing, or (ii) Excess Availability is at any time less than the greater of (A) forty percent (40%) of the lesser of the Borrowing Base or the Term Loan Borrowing Base at the time of calculation, or (B) $20,000,000, in which case all such additional appraisals and commercial finance examinations shall be at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)Borrowers. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be reasonably available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subjectAdministrative Agent or the Term Lender, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given furnished the opportunity to be present all participate in any such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and, during normal business hours, to discuss its affairs, finances and condition with its officers and to examine and make extracts from and, in the presence of a Financial Officer, its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrowers' practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingLoan Parties acknowledge that the Agents shall be entitled to undertake each Fiscal Year after the Closing Date up to (v) two (2) Inventory appraisals, (iw) the Agents may undertake no more than two (2) Prescription List appraisals; (x) one (1) Equipment appraisal with respect to any and all Eligible Fixed Assets which are included in the Borrowing Base; (y) one (1) Real Estate appraisal with respect to any and all Eligible Real Estate included in the Borrowing Base; and (z) two (2) commercial finance examination in any calendar year examinations, at the Loan Parties’ expense (provided that ' expense; provided, however, the AgentsAgent shall be entitled to undertake such additional appraisals and commercial finance examinations each Fiscal Year at the Agent's own expense. Notwithstanding the foregoing, in their reasonable discretionupon the occurrence of a Default or Event of Default, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachthey in their discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event or as may be required by Applicable Law and such additional appraisals and commercial finance examinations shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)' expense. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent nationally recognized certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ ' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from and, with an officer of the Borrower present, its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than one at least three (13) inventory appraisals and three (3) commercial finance examination in any calendar year examinations each Fiscal Year after the Closing Date, at the Loan Parties’ expense (provided that expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachthey in their discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and or as may be continuing)required by Applicable Law, and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause Loan Parties shall not be obligated to pay for any such additional appraisals to be taken as the Agents reasonably determine (each, at the expense and commercial finance examinations unless an Event of the Loan Parties) if any Cash Dominion Event shall have Default has occurred and be is continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss discuss, with an officer of the annual audited statementsBorrower present, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance consistent with GAAP past practices previously disclosed to the Administrative Agent and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any the Collateral Agents or the Required Lenders, through the Administrative Agent, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ 76 Borrowers' practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than one at least three (13) inventory appraisals and three (3) commercial finance examination in any calendar year examinations each fiscal year, and one real estate appraisal after the Closing Date, at the Loan Parties’ expense (provided that ' expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachthey in their discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and or as may be continuing)required by Applicable Law, and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause Loan Parties shall not be obligated to pay for any such additional appraisals to be taken as the Agents reasonably determine (each, at the expense and commercial finance examinations unless an Event of the Loan Parties) if any Cash Dominion Event shall have Default has occurred and be is continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ ' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, Administrative Agent. The Administrative Agent agrees that the retention of any of the "big four" national accounting firms is satisfactory to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hourshours prior to the occurrence of an Event of Default, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and internal accountants and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no unless an Event of Default or Cash Dominion Event has occurred and is continuing, other than as set forth in SECTION 5.08(b), the Loan Parties shall pay the reasonable out-of-pocket only be required to reimburse an Agent (or any of its representatives so designated) for its costs and expenses for only one (1) such visit/visit and inspection in any calendar year. (b) Each Loan Party will, and will cause its Material Domestic Subsidiaries to, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on subject to reasonable prior written notice and during normal business hourshours prior to the occurrence of an Event of Default, to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Any Lender, at its own expense, may accompany any Agent or professionals retained by any Agent on such examination. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (ix) the Agents may undertake may, collectively in their reasonable discretion, conduct no more than one (1) commercial finance examination and one (1) appraisal of the Borrower’s Inventory in any calendar year at the Loan Parties’ expense (provided that (i) if at any time during such calendar year, Availability is less than the greater of (x) $25,000,000, or (y) twenty-five percent (25%) of the Line Cap, the Agents may, collectively in their reasonable discretion, conduct two (2) commercial finance examinations and two (2) Inventory appraisals during such calendar year, and provided further that if at any time during such calendar year, Availability is less than the greater of (A) fifteen percent (15%) of the Line Cap, or (B) $25,000,000, the Agents may, collectively in their reasonable discretion, conduct three (3) commercial finance examinations and three (3) Inventory appraisals during such calendar year, and (ii) if any Event of Default exists, the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional Inventory appraisals to be taken as the Agents reasonably determine (eachdetermine, in each case at the expense of the Loan Parties) if ). The Agents may, collectively in their reasonable discretion, conduct such additional commercial finance examinations and such additional Inventory appraisals during any Cash Dominion Event calendar year as it, in its discretion deems necessary or appropriate, at the Lenders’ expense. The Agents shall have occurred promptly deliver copies of such commercial finance examinations and be continuingInventory appraisals to the Lenders pursuant to the provisions of SECTION 8.13(c). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain Ernst & Young or another independent certified registered public accountants accounting firm of recognized national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsstanding. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; , provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, that Lead Borrower shall be furnished the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection opportunity to participate in any calendar yearsuch discussions. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may undertake no more than one up to four (14) inventory appraisals and four (4) commercial finance examination in any calendar year examinations each Fiscal Year after the Closing Date, at the Loan Parties’ expense (provided that expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as they in their reasonable discretion deem necessary or appropriate, or as may be required by Applicable Law, provided that the Agents reasonably determine Loan Parties shall not be obligated to pay for any such additional appraisals and commercial finance examinations unless (eachi) an Event of Default has occurred and is continuing, or (ii) Excess Availability is at any time less than the greater of (A) forty percent (40%) of the lesser of the Borrowing Base or the Term Loan Borrowing Base at the time of calculation, or (B) $20,000,000, in which case all such additional appraisals and commercial finance examinations shall be at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)Borrowers. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be reasonably available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subjectAdministrative Agent, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given furnished the opportunity to be present all participate in any such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably The foregoing rights under this Section 5.09 shall in all cases be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior subject to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expenseWorking Capital Intercreditor Agreement.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and Inventory appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt appraisals; provided that prior to the occurrence and continuation of an invoice thereforEvent of Default, the Loan Parties shall only be required to pay the fees and expenses for (i) one commercial finance examination and one appraisal during each twelve month period following the Effective Date so long as the conditions set forth in clauses (ii) or (iii) below do not apply, (ii) two commercial finance examinations and two appraisals during each twelve month period following the Effective Date if Excess Availability is at any time for five (5) consecutive days or more, less than fifty percent (50%) of the Loan Cap but equal to or greater than twelve and one-half percent (12.5%) of the Loan Cap, and (iii) three commercial finance examinations and three appraisals during each twelve month period following the Effective Date if Excess Availability is at any time for five (5) consecutive days or more, less than twelve and one-half percent (12.5%) of the Loan Cap. The Notwithstanding the foregoing notwithstandinglimitations on the Loan Parties’ obligation to pay the expenses for appraisals and commercial finance examinations prior to the occurrence of an Event of Default, the Administrative Agent may, (i) undertake such additional appraisals and commercials finance examinations prior to the Agents may occurrence of an Event of Default as it, in its reasonable discretion, deems necessary, at the expense of the Lenders, and (ii) if an Event of Default shall have occurred and be continuing, undertake no more than one (1) such additional appraisals and commercial finance examination in any calendar year examinations at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)it deems appropriate. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; , provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, that Lead Borrower shall be furnished the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection opportunity to participate in any calendar yearsuch discussions. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than up to one (1) inventory appraisal and one (1) commercial finance examination in any calendar year each Fiscal Year after the Effective Date, at the Loan Parties’ expense (provided that the Agentsexpense, unless Excess Availability is at any time less than $15,000,000, in their reasonable discretionwhich case the Agents may undertake up to three (3) inventory appraisals and up to three (3) commercial finance examination each Fiscal Year after the Effective Date, at the Loan Parties’ expense. Notwithstanding the foregoing, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachthey in their reasonable discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and or as may be continuing)required by Applicable Law, and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause Loan Parties shall not be obligated to pay for any such additional appraisals to be taken as the Agents reasonably determine (each, at the expense and commercial finance examinations unless an Event of the Loan Parties) if any Cash Dominion Event shall have Default has occurred and be is continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be reasonably available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subjectAdministrative Agent, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given furnished the opportunity to be present all participate in any such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than one (1) inventory appraisal and one (1) commercial finance examination in any calendar year each Fiscal Year after the Closing Date, at the Loan Parties’ expense (expense. Except as provided that herein, the Agentsannual cost of such evaluations and appraisals shall not exceed $70,000 plus reasonable out-of-pocket expenses. Notwithstanding the foregoing, in their reasonable discretion, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as they in their reasonable discretion deem necessary or appropriate, provided that the Agents reasonably determine Loan Parties shall not be obligated to pay for any such additional appraisals or examinations except as follows: (each, at i) if the expense Average Credit Extensions are greater than 80% but less than or equal to 90% of the Loan Partieslesser of (x) if any Cash Dominion Event shall have occurred and be continuing)the Total Commitments or (y) the Borrowing Base, and (ii) the Agents may undertake no more up to two (2) inventory appraisals and two (2) commercial finance examinations each Fiscal Year; (ii) if the Average Credit Extensions are greater than one 90% of the lesser of (1x) appraisal in any calendar year at the Loan Parties’ expense Total Commitments or (provided that y) the AgentsBorrowing Base, the Agents may undertake up to three (3) inventory appraisals and three (3) commercial finance examinations each Fiscal Year; and (iii) if an Event of Default has occurred and is continuing, the Agents may undertake such appraisals and commercial finance examinations as they in their reasonable discretionsole discretion deem necessary or appropriate, or as may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)required by Applicable Law. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be reasonably raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in a manner sufficient to permit preparation of financial statements in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and, during normal business hours, to discuss its affairs, finances and condition with its officers and to examine and make extracts from and, in the presence of a Financial Officer, its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Subject to the following sentence, each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstanding, (i) Loan Parties acknowledge that the Agents may shall be entitled to undertake no more than one up to (1x) two (2) Inventory appraisals, and (y) two (2) commercial finance examination in any calendar year examinations each Fiscal Year after the Closing Date, at the Loan Parties’ expense (provided expense; provided, however, that the Agents shall be entitled to undertake one (1) additional Inventory appraisal and one (1) additional commercial finance examination each Fiscal Year at the Agents’ own expense. Notwithstanding the foregoing, in their reasonable discretion, during the continuance of a Default or Event of Default the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachthey in their discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event or as may be required by Applicable Law and such additional appraisals and commercial finance examinations shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)expense. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent nationally recognized certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; , provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, that Lead Borrower shall be furnished the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection opportunity to participate in any calendar yearsuch discussions. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than at least one (1) inventory appraisal and one (1) commercial finance examination in any calendar year each Fiscal Year after the Closing Date, at the Loan Parties’ expense (provided that expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as they in their reasonable discretion deem necessary or appropriate, or as may be required by Applicable Law, provided that the Agents reasonably determine Loan Parties shall not be obligated to pay for any such additional appraisals and commercial finance examinations unless (eachi) an Event of Default has occurred and is continuing, or (ii) Excess Availability is at any time less than the greater of (A) forty percent (40%) of the Borrowing Base at the time of calculation, or (B) $20,000,000, in which case all such additional appraisals and commercial finance examinations shall be at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Borrowers. The Agents may undertake no contemplate undertaking not more than one four (14) appraisal in any calendar year at inventory appraisals and four (4) commercial finance examinations each Fiscal Year but reserve the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such discretion to require additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)and/or examination. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be reasonably available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subjectAdministrative Agent, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given furnished the opportunity to be present all participate in any such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and, during normal business hours, to discuss its affairs, finances and condition with its officers and to examine and make extracts from and, in the presence of a Financial Officer, its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will from time cause each of the Subsidiaries to, deliver to time upon the reasonable request Administrative Agent copies of any Agentall appraisals, permit any commercial finance examinations and other evaluations performed by or for the benefit of the Senior Credit Facility Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinationsSenior Credit Facility Lenders, including, without limitation, of (i) the Loan Parties’ Borrowers' practices in the computation of the Senior Borrowing Base, Base and (ii) the assets included in the Senior Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstanding, (i) Loan Parties acknowledge that the Agents may shall be entitled to undertake no more than each Fiscal Year after the Closing Date up to one (1) commercial finance examination Real Estate appraisal with respect to any and all Real Estate which constitutes First Lien Collateral; provided, however, the Agent shall be entitled to undertake such additional appraisals each Fiscal Year at the Agent's own expense. Notwithstanding the foregoing, upon the occurrence of a Default or Event of Default, the Agents may cause additional appraisals to be undertaken as they in any calendar year their discretion deem necessary or appropriate, or as may be required by Applicable Law and such additional appraisals shall be at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)' expense. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent nationally recognized certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ ' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the then Tranche A Borrowing Base), and (ii) the assets included in the Tranche A-1 Borrowing Base and (or, if the proceeds therefrom Tranche A-1 Commitments have been terminated, the then Tranche A Borrowing Base) and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (ix) the Agents may undertake conduct no more than one three (13) commercial finance examination examinations in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, if any Specified Default exists, may cause such additional commercial finance examinations to be undertaken taken as the Agents reasonably determine (each, at the expense of the Loan Parties) and further provided that, from and after the first anniversary of the Closing Date, as long as average monthly Excess Availability is and has been for a period of twelve (12) consecutive months greater than the lesser of (i) 50% of the then Tranche A-1 Borrowing Base (or, if any Cash Dominion Event shall the Tranche A-1 Commitments have occurred been terminated, the then Tranche A Borrowing Base) and be continuing(ii) $275,000,000 and no Specified Default exists, the Agents may conduct no more than one commercial finance examination in such calendar year at the Loan Parties’ expense), and (iiy) the Agents may undertake no more than one three (13) appraisal appraisals of the Loan Parties’ Inventory in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, if any Specified Default exists, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) and further provided that, from and after the first anniversary of the Closing Date, as long as average monthly Excess Availability is and has been for a period of twelve (12) consecutive months greater than the lesser of (i) 50% of the then Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the then Tranche A Borrowing Base) and (ii) $275,000,000 and no Specified Default exists, the Agents may conduct no more than one appraisal for each category of Inventory of the Loan Parties in such calendar year at the Loan Parties’ expense) (provided further that, the Agents may undertake at their sole expense whether or not a Specified Default exists, one (1) additional appraisal for Inventory), and (z) the Agents may undertake appraisals of other Collateral once in each twelve calendar month period (provided that the Agents, in their reasonable discretion, if any Cash Dominion Event shall have occurred and Specified Default exists, may cause such additional such appraisals to be continuingtaken as the Agents reasonably determine (each, at the expense of the Loan Parties)). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effectmatters in any material respect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Partymay, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant to such breach, of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof Party) and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or reviewassessment. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance consistent with GAAP past practices previously disclosed to the Administrative Agent and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any the Collateral Agents or the Required Lenders through the Administrative Agent, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrowers' practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than one at least three (13) inventory appraisals and three (3) commercial finance examination in any calendar year examinations each fiscal year, and one real estate appraisal after the Closing Date, at the Loan Parties’ expense (provided that ' expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Agents may cause such additional appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachthey in their discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and or as may be continuing)required by Applicable Law, and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause Loan Parties shall not be obligated to pay for any such additional appraisals to be taken as the Agents reasonably determine (each, at the expense and commercial finance examinations unless an Event of the Loan Parties) if any Cash Dominion Event shall have Default has occurred and be is continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ ' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, Administrative Agent. The Administrative Agent agrees that the retention of any of the "big four" national accounting firms is satisfactory to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hourshours prior to the occurrence of an Event of Default, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and internal accountants and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no unless an Event of Default or Cash Dominion Event has occurred and is continuing, other than as set forth in SECTION 5.08(b), the Loan Parties shall pay the reasonable out-of-pocket only be required to reimburse an Agent (or any of its representatives so designated) for its costs and expenses for only one (1) such visit/visit and inspection in any calendar year. (b) Each Loan Party will, and will cause its Material Domestic Subsidiaries to, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on subject to reasonable prior written notice and during normal business hourshours prior to the occurrence of an Event of Default, to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, the FILO Borrowing Base and the ABL Term Borrowing Base, and (ii) the assets included in the Borrowing Base, the FILO Borrowing Base and the proceeds therefrom ABL Term Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Administrative Agent shall promptly deliver copies of the final appraisals and commercial finance examinations, to the ABL Term Loan Agent. Any Lender, at its own expense, may accompany any Agent or professionals retained by any Agent on such examination. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (ix) the Agents may undertake may, collectively in their reasonable discretion, and upon the written request of the ABL Term Loan Agent shall conduct no more than one (1) commercial finance examination and one (1) appraisal of the Borrower’s Inventory in any calendar year at the Loan Parties’ expense (provided that (i) if at any time during such calendar year, Availability is less than the greater of (x) $[40,000,000,]45,000,000, or (y) twenty percent (20%) of the Line Cap, the Agents may, collectively in their reasonable discretion, and upon the written request of the ABL Term Loan Agent, shall conduct two (2) commercial finance examinations and two (2) Inventory appraisals during such calendar year, and (ii) if any Event of Default exists, the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional Inventory appraisals to be taken as the Agents reasonably determine (eachdetermine, in each case at the expense of the Loan Parties) if ). The Agents may, collectively in their reasonable discretion, conduct such additional commercial finance examinations and such additional Inventory appraisals during any Cash Dominion Event calendar year as it, in its discretion deems necessary or appropriate, at the Lenders’ expense. The Agents shall have occurred promptly deliver copies of such commercial finance examinations and be continuingInventory appraisals to the Lenders pursuant to the provisions of SECTION 8.13(c). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain Ernst & Young or another independent certified registered public accountants accounting firm of recognized national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsstanding. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it its Material Domestic Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hourshours prior to the occurrence of an Event of Default, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and internal accountants and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no unless an Event of Default or Cash Dominion Event has occurred and is continuing, other than as set forth in SECTION 5.08(b), the Loan Parties shall pay the reasonable out-of-pocket only be required to reimburse an Agent (or any of its representatives so designated) for its costs and expenses for only one (1) such visit/visit and inspection in any calendar year. (b) Each Loan Party will, and will cause its Material Domestic Subsidiaries to, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on subject to reasonable prior written notice and during normal business hourshours prior to the occurrence of an Event of Default, to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Any Lender, at its own expense, may accompany any Agent or professionals retained by any Agent on such examination. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty appraisals, provided that (30) days after receipt of an invoice therefor. The foregoing notwithstanding, (ix) the Agents may undertake may, collectively in their reasonable discretion, conduct no more than one (1) commercial finance examination and one (1) appraisal of the Borrower’s Inventory in any calendar year at the Loan Parties’ expense (provided that (i) if at any time during such calendar year, Availability is less than the greater of (x) $40,000,000, or (y) twenty percent (20%) of the Line Cap, the Agents may, collectively in their reasonable discretion, conduct two (2) commercial finance examinations and two (2) Inventory appraisals during such calendar year, and (ii) if any Event of Default exists, the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional Inventory appraisals to be taken as the Agents reasonably determine (eachdetermine, in each case at the expense of the Loan Parties) if ). The Agents may, collectively in their reasonable discretion, conduct such additional commercial finance examinations and such additional Inventory appraisals during any Cash Dominion Event calendar year as it, in its discretion deems necessary or appropriate, at the Lenders’ expense. The Agents shall have occurred promptly deliver copies of such commercial finance examinations and be continuingInventory appraisals to the Lenders pursuant to the provisions of SECTION 8.13(c). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain Ernst & Young or another independent certified registered public accountants accounting firm of recognized national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsstanding. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and, during normal business hours, to discuss its affairs, finances and condition with its officers and to examine and make extracts from and, in the presence of a Financial Officer, its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice during normal business hours, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, provided, however, unless a Default or Event of Default has occurred and is continuing the Agents may cause no more than three (3) Inventory appraisals and three (3) commercial finance examinations to be under taken during any Fiscal Year. The Loan Parties subject to the limitations set forth below shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstanding, Loan Parties acknowledge and agree hat during any Fiscal Year in which (ix) any Revolving Loans are outstanding and (y) the Cost of the Borrowers’ Eligible Inventory as reflected on the most recent Borrowing Base Certificate (net of Inventory Reserves and after giving effect to any proposed Permitted Store Closures) is less than $300,000,000 the Loan Parties shall reimburse the Agents may undertake no more than the reasonable cost of up to one (1) Inventory appraisal and up to one (1) commercial finance examination during such Fiscal Year; provided, however, during any Fiscal Year in any calendar year which Excess Availability is less than thirty percent (30%) of the Total Commitments, as reflected on the most recent Borrowing Base Certificate at anytime during such Fiscal Year, Loan Parties shall reimburse the Loan Parties’ expense Agents the reasonable cost of up to a total of two (provided that 2) Inventory appraisal and up to a total of two (2) commercial finance examination during such Fiscal Year, provided, further, however, the Agents, in their reasonable discretion, may cause Agents shall be entitled to undertake such additional commercial finance examinations and Inventory appraisals each Fiscal Year which shall be at the Agents’ own expense. Notwithstanding the foregoing, upon the occurrence and during the continuance of a Default or Event of Default, the Loan Parties shall reimburse the Agent for up to a total of three (3) Inventory appraisals and up to three (3) commercial finance examinations during any Fiscal Year to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, they in their reasonable discretiondiscretion deem necessary or appropriate, or as may cause be required by Applicable Law and such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)commercial finance examinations. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent nationally recognized certified public accountants of national standing and shall instruct request that such accountants to reasonably cooperate with, and be available at reasonable times to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance in all material respects with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that. Notwithstanding anything to the contrary in this SECTION 5.08,5.08, so long as no Event neither the Lead Borrower nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of Default which disclosure to the Administrative Agent or Cash Dominion Event has occurred any Lender (or their representatives or contractors) is prohibited by law or any binding agreement or (ii) that is subject to attorney client or similar privilege or constitutes attorney work product. EachSubject to the limitations set forth in clauses (i) and is continuing(ii) below with respect to the permitted number of appraisals and commercial finance examinations, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each each Loan Party will from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (iix) the Loan PartiesBorrowers’ practices in the computation DB1/ 98023701.7 of the Borrowing Base, and (iiiiy) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the followinglimitations set forth in clauses (i) and (ii) below with respect to reimbursement for appraisals and commercial finance examinations, the Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforand commercial finance examinations. The foregoing notwithstanding, (i) the Agents may undertake no more than conduct up to one (1) commercial finance examination in any each calendar year year, which shall be at the Loan Parties’ expense; provided that, if Availability at any time is less than the greater of (i) 2017.5% of the Loan Cap and (ii) $90,000,000,87,500,000, in each case for five (5) consecutive Business Days, or a Specified Default has occurred and is continuing, the Agents may conduct up to two (2) commercial finance examinations in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one additional commercial finance examination in each calendar year at the sole expense of the Administrative Agent, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional commercial finance examinations to be taken as the Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties’ expense). The Agents may conduct up to one (1) appraisal of the Loan Parties’ Inventory in each calendar year, which shall be at the Loan Parties’ expense; provided that, if Availability at any time is less than the greater of (i) 2017.5% of the Loan Cap and (ii) $90,000,000,87,500,000, in each case for five (5) consecutive Business Days, or a Specified Default has occurred and is continuing, the Agents may conduct up to two (2) appraisals of the Loan Parties’ Inventory in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Agents (A) may undertake one additional Inventory appraisal in each calendar year at the sole expense of the Agents, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be taken as the Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties’ expense). The Agents may undertake appraisals of other Collateral once in each twelve (12) calendar month period (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretionSpecified Default exists, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing’ expense). (c) ). The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present at all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.DB1/ 98023701.7

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will will, from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct appraisals and commercial finance examinations, including, without limitation, of (i) the Loan Parties’ practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesTerm Priority Collateral. The Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice therefor. The foregoing notwithstandingappraisals, (i) provided that the Agents may undertake appraisals of Term Priority Collateral no more than one once in each twelve (112) commercial finance examination in any calendar year at the Loan Parties’ expense month period (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretionSpecified Default exists, may cause such additional such appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effectmatters in any material respect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Partymay, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant to such breach, of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof Party) and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or reviewassessment. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and Inventory appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt appraisals; provided that prior to the occurrence and continuation of an invoice thereforEvent of Default, the Loan Parties shall only be required to pay the fees and expenses for (i) one commercial finance examination and one appraisal during each twelve month period following the Effective Date so long as the conditions set forth in clauses (ii) or (iii) below do not apply, (ii) two commercial finance examinations and two appraisals during each twelve month period following the Effective Date if Excess Availability is at any time for five (5) consecutive days or more, less than fifty percent (50%) of the Loan Cap but equal to or greater than twelve and one-half percent (12.5%) of the Loan Cap, and (iii) three (3) commercial finance examinations and three (3) appraisals during each twelve (12) month period following the Effective Date if Excess Availability is at any time for five (5) consecutive days or more, less than twelve and one-half percent (12.5%) of the Loan Cap. The Notwithstanding the foregoing notwithstandinglimitations on the Loan Parties’ obligation to pay the expenses for appraisals and commercial finance examinations prior to the occurrence of an Event of Default, the Administrative Agent may, (i) undertake such additional appraisals and commercials finance examinations prior to the Agents may occurrence of an Event of Default as it, in its reasonable discretion, deems necessary, at the expense of the Lenders, and (ii) if an Event of Default shall have occurred and be continuing, undertake no more than one (1) such additional appraisals and commercial finance examination in any calendar year examinations at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)it deems appropriate. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it its Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it its Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and, during normal business hours, to discuss its affairs, finances and condition with its officers and to examine and make extracts from and, in the presence of a Financial Officer, its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of its Subsidiaries to, from time to time upon the reasonable request of the Administrative Agent or any Co-Borrowing Base Agent (after consultation with the Administrative Agent) and after reasonable prior notice during normal business hours, permit any the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent (and reasonably satisfactory to the Co-Borrowing Base Agents, on reasonable prior written notice and during normal business hours, ) to conduct appraisals and appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the limitations set forth in the following sentences, the Loan Parties shall pay the reasonable documented out-of-pocket fees and expenses of the Agents Administrative Agent or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingLoan Parties acknowledge and agree that the Administrative Agent may, and upon the direction of any Co-Borrowing Base Agent (iafter consultation with the Administrative Agent) the Agents may shall, undertake no more than one up to three (13) Inventory appraisals and up to three (3) commercial finance examination in examinations during any calendar year at Fiscal Year, and the Loan Parties’ expense Parties shall reimburse the Administrative Agent for the reasonable cost thereof; provided, however, during any Fiscal Year in which Excess Availability is less than twenty percent (provided 20%) of the lesser of (x) the Borrowing Base (as reflected on the most recent Borrowing Base Certificate) or (y) the Total Commitments at any time during such Fiscal Year, the Loan Parties acknowledge and agree that the AgentsAdministrative Agent may, in their and upon the direction of any Co-Borrowing Base Agent (after consultation with the Administrative Agent) shall, undertake up to a total of four (4) Inventory appraisals and up to a total of four (4) commercial finance examinations during such Fiscal Year, and the Loan Parties shall reimburse the Co-Borrowing Base Agents for the reasonable discretioncost thereof; provided further that the Administrative Agent shall be entitled to, may cause such and upon the direction of any Co-Borrowing Base Agent (after consultation with the Administrative Agent) shall, undertake additional commercial finance examinations to and Inventory appraisals each Fiscal Year at the Administrative Agent’s own expense. Notwithstanding the foregoing, upon the occurrence and during the continuance of a Default or Event of Default, the Administrative Agent shall be undertaken entitled to, and upon the direction of any Co-Borrowing Base Agent (after consultation with the Administrative Agent) shall, undertake such Inventory appraisals and commercial finance examinations during any Fiscal Year as the Agents reasonably determine (eachAdministrative Agent or any Co-Borrowing Base Agent in its discretion deems necessary or appropriate or as may be required by Applicable Law, in each case at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing). (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent nationally recognized certified public accountants of national standing and shall instruct request that such accountants to reasonably cooperate with, and be available at reasonable times to, the Administrative Agent and the Co-Borrowing Base Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expenseCo-Borrowing Base Agent.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and Inventory appraisals, Real Estate appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower’s practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt appraisals; provided that prior to the occurrence and continuation of an invoice therefor. The foregoing notwithstandingEvent of Default, the Loan Parties shall only be required to pay the fees and expenses for (i) one four (4) commercial finance examination and one examinations during each twelve month period following the Agents may undertake no more than Fifth Amendment Effective Date, (ii) one (1) commercial finance examination in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional commercial finance examinations to be undertaken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)Inventory appraisal each month, and (iiiii) the Agents may undertake no more than one (1) Real Estate appraisal in any calendar year at during each twelve month period following the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause such additional appraisals to be taken Third Fifth Amendment Effective Date so long as the Agents reasonably determine conditions set forth in clauses (eachii) or (iii) below do not apply, (ii) two commercial finance examinations and two appraisals during each twelve month period following the Third Amendment Effective Date if Excess Availability is at the expense any time for five (5) consecutive days or more, less than twenty-five percent (25%) of the Adjusted Combined Loan PartiesCap but equal to or greater than twelve and one-half percent (12.5%) if any Cash Dominion Event shall have occurred of the Adjusted Combined Loan Cap, and be continuing).(iii) three (3) commercial finance examinations and three (3) appraisals during each twelve (12) month period following the Third Amendment 108 (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall the Term Loan Agent and instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent and the Term Loan Agent, or their representatives representatives, to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent or any Lender may request in writing that the Term Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expenseAgent.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, keep proper books of record and account in accordance with GAAP and in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it the Subsidiaries to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and recordsindependent accountants, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that, so long as no Event of Default or Cash Dominion Event has occurred and is continuing, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in any calendar year. (b) Each Loan Party will, and will cause each of the Subsidiaries to, from time to time upon the reasonable request of any Agentthe Collateral Agent or the Required Lenders through the Administrative Agent and after reasonable prior notice, permit any Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, Agents to conduct appraisals and Inventory appraisals, commercial finance examinationsexaminations and other evaluations, including, without limitation, of (i) the Loan Parties’ Borrower's practices in the computation of the Borrowing Base, Base and (ii) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall , and pay the reasonable documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals within thirty (30) days after receipt of an invoice thereforappraisals. The foregoing notwithstandingWithout limiting the foregoing, (i) the Loan Parties acknowledge that the Agents may intend to undertake no more than one (1) Inventory appraisal and two (2) commercial finance examination in any calendar year examinations each Fiscal Year after the Closing Date, at the Loan Parties’ expense (provided that ' expense. Notwithstanding the Agentsforegoing, in their reasonable discretion, the Agents may cause such additional Inventory appraisals and commercial finance examinations to be undertaken as the Agents reasonably determine (eachthey in their reasonable discretion deem necessary or appropriate, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and or as may be continuing)required by Applicable Law, and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, may cause Loan Parties shall not be obligated to pay for any such additional appraisals to be taken as the Agents reasonably determine (each, at the expense and commercial finance examinations unless an Event of the Loan Parties) if any Cash Dominion Event shall have Default has occurred and be continuing)is continuing or if in connection with a Permitted Acquisition. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times times, retain independent certified public accountants of national standing who are reasonably satisfactory to the Administrative Agent and shall instruct such accountants to cooperate with, and be available to, the Agents Administrative Agent or their its representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ ' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statementsaccountants, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussionsAdministrative Agent. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.

Books and Records; Inspection and Audit Rights; Appraisals; Accountants. (a) Each Loan Party will, and will cause each Subsidiary of it to, keep proper books of record and account in accordance in all material respects with GAAP and in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each Subsidiary of it to, permit any representatives designated by any Agent, upon reasonable prior written notice and during regular business hoursnotice, to visit and inspect its properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at the reasonable expense of the Loan Parties at such reasonable times and as often as reasonably requested; provided that. Notwithstanding anything to the contrary in this SECTION 5.08, so long as no Event neither the Lead Borrower nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of Default which disclosure to the Administrative Agent or Cash Dominion Event has occurred and any Lender (or their representatives or contractors) is continuingprohibited by law, the Loan Parties shall pay the reasonable out-of-pocket expenses for only one such visit/inspection in fiduciary duty or any calendar yearbinding agreement or (ii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) Each Subject to the limitations set forth in clauses (i) and (ii) below with respect to the permitted number of appraisals and commercial finance examinations, each Loan Party will from time to time upon the reasonable request of any Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents, on reasonable prior written notice and during normal business hours, to conduct Inventory appraisals and commercial finance examinations, including, without limitation, of (ix) the Loan PartiesBorrowers’ practices in the computation of the Borrowing Base, and (iiy) the assets included in the Borrowing Base and the proceeds therefrom and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the limitations set forth in clauses (i) and (ii) below with respect to reimbursement for appraisals and commercial finance examinations, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Agents or such professionals with respect to such evaluations Inventory appraisals and appraisals within thirty (30) days after receipt of an invoice therefor. The foregoing notwithstanding, commercial finance examinations. (i) the The Agents may undertake no more than conduct up to one (1) commercial finance examination in any each calendar year year, which shall be at the Loan Parties’ expense expense; provided that, if Specified Availability at any time is less than the greater of (provided that i) 17.5% of the AgentsLoan Cap and (ii) $87,500,000, in their reasonable discretioneach case for five (5) consecutive Business Days (an “Appraisal and Exam Trigger Event”), the Agents may conduct up to two (2) commercial finance examinations in such calendar year in which such Appraisal and Exam Trigger Event occurs, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one additional commercial finance examination in each calendar year at the sole expense of the Administrative Agent, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional commercial finance examinations to be undertaken taken as the Agents reasonably determine (each, at the expense of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing), and (ii) the Agents may undertake no more than one (1) appraisal in any calendar year at the Loan Parties’ expense (provided that the Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the Loan Parties’ expense); provided, further, so long as Specified Availability is greater than 80.0% of the Loan Cap, the Agents shall not conduct any finance examinations. (ii) The Agents may conduct up to one (1) appraisal of the Loan Parties’ Inventory in each calendar year, which shall be at the Loan Parties’ expense; provided that, if an Appraisal and Exam Trigger Event occurs in any calendar year, the Agents may conduct up to two (2) appraisals of the Loan Parties’ Inventory in such calendar year in which such Appraisal and Exam Trigger Event occurs, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Agents (A) may undertake one additional Inventory appraisal in each calendar year at the sole expense of the Agents, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be taken as the Agents reasonably Agents, in their reasonable discretion, determine are necessary or appropriate (each, at the expense Loan Parties’ expense); provided, further, so long as Specified Availability is greater than 80.0% of the Loan Cap, the Agents shall not conduct any appraisals of the Loan Parties) if any Cash Dominion Event shall have occurred and be continuing)’ Inventory. (c) The Loan Parties shall, and shall cause each Subsidiary of it to, at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Agents or their representatives to discuss the annual audited statements, the Loan Parties’ and their Subsidiaries’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agents; subject, however, if requested by such accountants, to the execution of an access agreement by the Agents and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present at all such discussions. (d) At its election, upon either (i) its reasonable belief that any Loan Party or any Subsidiary thereof has breached any representation, warranty or covenant herein relating to environmental matters, which breach could reasonably be expected to have a Material Adverse Effect, or (ii) in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event of Default, the Collateral Agent or any Lender may request in writing that the Loan Party, at its own cost and expense, retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review of reasonable scope (but, prior to the occurrence of any such Event of Default, only with respect to the subject matter of such breach), including, as relevant of the condition of any Real Estate or facility of any Loan Party or any Subsidiary thereof and/or such Loan Party’s or such Subsidiary’s compliance with Environmental Law. If the Loan Party fails to conduct such assessment or review within 30 days of receipt of the request, the Collateral Agent or Lender may retain an independent engineer or environmental consultant to conduct an environmental assessment or other appropriate review. Each Loan Party shall, and shall cause each Subsidiary of it to, cooperate in the performance of any such environmental assessment or review and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have full access to each property or facility at reasonable times and after reasonable notice to the Lead Borrower of the plans to conduct such an environmental assessment or review. Environmental assessments or reviews conducted under this paragraph shall be limited to visual inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or their Subsidiaries or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. All environmental assessments or reviews conducted pursuant to this paragraph shall be at the Loan Parties’ sole cost and expense.