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

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true a manner to allow financial statements of the Borrower and correct its Restricted Subsidiaries to be prepared in all material respects and are in conformity with GAAP consistently applied shall be made in respect of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent (acting on its own behalf or any Lenderon behalf of the Lenders), upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not the Borrower or any of the Restricted Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Parent Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Parent Borrower will, and will cause each its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Parent Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Parent Borrower the opportunity to participate in any discussions with Holdings’ or the Parent Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain keep proper books of record and account sufficient to permit the preparation of financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and during normal business hours, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.06 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be at for the Borrower’s expenseBorrowers’ account; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the each Borrower the opportunity to participate in any discussions with Holdings’ or the such Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the an Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent Agents on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent Agents and the Lenders under this Section 5.08 5.10 and the Administrative Agent Agents shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of Holdings; provided further provided, further, that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender Agents (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders Agents shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.10, none of Holdings, the Borrower or any other Subsidiary will be required to disclose or permit the inspection, examination, copying or discussion of any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to the Applicable Administrative Agent or any Lender (or their respective designees) (A) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any other Subsidiary or (B) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to Holdings, the Borrower or another Subsidiary, provided that the Borrower shall notify the Applicable Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (ii)(A) above, Holdings, the Borrower and the other Restricted Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, of the applicable document, information or other matter in a way that would not violate the applicable law or any such obligation of confidentiality.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Term Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Term Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Term Administrative Agent and the Lenders under this Section 5.08 and the Term Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Term Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Term Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Borrowers or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the each Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower Borrowers the opportunity to participate in any discussions with Holdings’ or the Borrower’s Borrowers’ independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Parent Borrower will, and will cause each of its respective Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each fiscal year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.07. Notwithstanding anything to the Administrative Agent shall not exercise such rights more often than two times during contrary in this Section 5.07, none of the Parent Borrower or any calendar year absent of its Restricted Subsidiaries will be required to disclose, permit the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) when an Event constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement or (bc) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower Bidco will, and will cause any Intermediate Parent and each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP IFRS (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, any Intermediate Parent, Bidco or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower Bidco will, and will cause any Intermediate Parent and each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of Bidco and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s Borrowers’ expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower Bidco the opportunity to participate in any discussions with Holdings’ or the BorrowerBidco’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain Keep proper books of record and account in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and in material conformity with all applicable Laws are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities and business permit representatives and independent contractors of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make extracts from its books and recordscopies thereof or abstracts therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and condition accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours, as agreed between the Borrower and as often as reasonably requestedthe Administrative Agent; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 6.11 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only such one such (1) time shall be at the Borrower’s expenseexpense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.11, none of the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement with any third party or (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clauses (a), (b) or (c) of this Section 6.11 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time visitation and inspection shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper adequate records and books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may betransactions. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during regular business hours and as often as reasonably requested; provided that, that (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. The Administrative Agent or any Lender, or any authorized employee, agent or representative shall (i) comply with all sign-in procedures for visitors, (ii) observe all general and safety, security, and governmental regulations in effect at the site, and (iii) observe all rules regarding restricted areas and restricted information as required by the United States Department of Defense.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time visitation and inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account accounts in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as during regular office hours but no more often as reasonably requestedthan one (1) time during any calendar year absent the existence of an Event of Default; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense5.09; provided provided, further that none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ai) when an Event that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by Requirement of Law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement (bnot created in contemplation thereof) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity or (iii) that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (provided that a representative of the Lenders may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and it will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits designated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.08, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. (b) The Lead Borrower will, within 30 days (or, after using commercially reasonable efforts to schedule such call at a later date agreed to by the Administrative Agent at its sole discretion) after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 5.01(a) and (b), hold a conference call or teleconference, at a time selected by the Lead Borrower and reasonably acceptable to the Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year of the Lead Borrower, as the case may be, of the Lead Borrower (it being understood that any such call may be combined with any similar call held for any of the Lead Borrower’s other lenders or security holders).

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its any Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times during regular business hours and as often as reasonably requested; provided provided, that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent Agent, acting individually or on behalf of the Lenders Lenders, at its own expense, may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 paragraph and (y) the Administrative Agent shall not exercise such the rights under this paragraph more often than two times during any calendar year absent year. Notwithstanding anything to the existence of an Event of Default and only one such time shall contrary in this Section 5.09, no Loan Party will be at required to disclose, permit the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ai) when an Event constitutes trade secrets or proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirements of Law or any third-party binding agreement applicable to such Loan Party or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, to the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) extent permitted by law, such Loan Party shall notify the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity if information is being withheld pursuant to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsthis sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the First Lien Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representative shall us commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the First Lien Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the First Lien Administrative Agent and the Lenders under this Section 5.08 and the First Lien Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the First Lien Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the First Lien Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of Holdings and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the each Co-Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender and the Lenders (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the each Co-Borrower the opportunity to participate in any discussions with Holdings’ or the each Co-Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of The Borrower and Holdings and the Borrower will, and Holdings will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets activities. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that (i) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.07 and (ii) other than during the continuance of an Event of Default, the Administrative Agent shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsdesignated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower with the opportunity to participate in any discussions discussion with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.07, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding third-party agreement (not entered into in contemplation hereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that the Borrower or any Restricted Subsidiary does not disclose or permit the inspection or discussion of, any document, information or other matter in reliance on the foregoing clauses (i), (ii) or (iii), the Borrower or such Restricted Subsidiary shall provide notice to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to disclose or permit the inspection or discussion of such document, information or other matter in a way that would not violate the applicable restrictions.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, any Intermediate Parent, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, permit any representatives designated by the First Lien Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, that (i) such representative shall us commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the First Lien Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the First Lien Administrative Agent and the Lenders under this Section 5.08 and the First Lien Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the First Lien Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the First Lien Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries in accordance, in all material respects and are in conformity respects, with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary to, permit the Administrative Agent, and any representatives agent designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants (it being agreed that a representative of the Company may be present at any such meeting with the independent accountants), all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent (it being understood that any expenses incurred by the existence of an Event of Default and only one such time Administrative Agent in connection therewith shall be at subject to reimbursement by the Borrower’s expenseCompany in accordance with Section 9.03); provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits agents) may do any of the foregoing (at the expense of the Borrower Company) at any time during normal business hours and upon reasonable advance notice and notice. Notwithstanding anything to the contrary in this Section, neither the Company nor any Subsidiary shall be required to disclose, permit the inspection, examination of, or discussion of, any document, information or other matter that (bi) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its agents) is prohibited by applicable law or any binding confidentiality agreement between the Company or any Subsidiary and a Person that is not the Lenders shall give Holdings and the Borrower the opportunity Company or any Subsidiary not entered into in contemplation of preventing such disclosure, inspection, examination or discussion or (iii) is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work-product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The U.S. Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The U.S. Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the U.S. Borrower’s or such Restricted Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the U.S. Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the U.S. Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(j), none of the U.S. Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation continuance of an Event of Default, only the Administrative Agent on behalf Required Lenders (or any larger group of the Lenders Lenders) acting jointly may exercise the visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.08; provided, further, that the Administrative Agent Lenders shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. (b) The Lead Borrower will, within 30 days (or, after using commercially reasonable efforts to schedule such call at a later date agreed to by the Required Lenders at their sole discretion) after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 5.01(a) and (b), hold a conference call or teleconference, at a time selected by the Lead Borrower and reasonably acceptable to the Required Lenders, with all of the Lenders that choose to participate, to review the financial results of the previous fiscal quarter or fiscal year of the Lead Borrower, as the case may be, of the Lead Borrower (it being understood that any such call may be combined with any similar call held for any of the Lead Borrower’s other lenders or security holders).

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true a manner to allow financial statements of the Borrower and correct its Restricted Subsidiaries to be prepared in all material respects and are in conformity with GAAP consistently applied shall be made in respect of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent (acting on its own behalf or any Lenderon behalf of the Lenders), upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Agreement, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not the Borrower or any of the Restricted Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Intermediate Holdings, the Borrower Borrowers or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of the Borrowers; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings, Intermediate Holdings and the Borrower Borrowers the opportunity to participate in any discussions with Holdings’, Intermediate Holdings’ or the Borrower’s Borrowers’ independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Term Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, (i) such representatives shall use commercially reasonable efforts to avoid interruption of the normal business operations of the Borrower and its Subsidiaries and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Term Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Term Administrative Agent and the Lenders under this Section 5.08 and the Term Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Term Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Term Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the BorrowerXxxxxxxx’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (provided that a representative of the Lenders may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings The Company and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity accordance with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Company and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior noticenotice and, subject to applicable legal privileges, (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding any such visits and inspections during the continuation of that (i) unless an Event of DefaultDefault shall have occurred and be continuing, only no such discussion with any such independent accountants shall be permitted unless the Administrative Agent on behalf of the Lenders may exercise visitation Company shall have received reasonable notice thereof and inspection rights of the Administrative Agent a reasonable opportunity to participate therein and the Lenders under this Section 5.08 and the Administrative Agent no Lender shall not exercise such rights more often than two times one time during any calendar year absent and (ii) the existence reasonable costs and expenses of Lenders in connection with such visits and examinations shall be borne by the Company only after the occurrence and during the continuance of an Event of Default and only one such time shall Default. Notwithstanding the foregoing, neither the Company nor its Subsidiaries will be at required to reveal to the Borrower’s expense; provided further that Administrative Agent or any Lender any information (a) when an Event that constitutes non-financial trade secrets or non-financial proprietary information of Default existsthe Company or any of its Subsidiaries or any of their respective customers or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives representatives) is prohibited by applicable Requirements of Law or independent contractors(c) may do the revelation of which would violate any of confidentiality obligations owed to any third party by the foregoing at Company or any Subsidiary; provided that if any information is withheld pursuant to this sentence, the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) Company shall promptly notify the Administrative Agent of such withholding of information and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsbasis therefor.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity in all material respects with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (provided that an agent or representative of the Borrower shall have the right to accompany the representative designated by the Administrative Agent or Lender at all times during such visits or inspections), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and and, absent the existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be year, at the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the independent public accountants of the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower The Parent will, and the Parent will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower The Parent will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits designated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.08, neither the Parent nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and Prior to the Acquisition Closing Date, the Borrower will, and will cause each Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving activities. On and following the assets and business of HoldingsAcquisition Closing Date, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower Parent will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsits designated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.08, neither the Parent, the Borrower nor any of their respective Restricted Subsidiaries, as applicable, will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower Borrowers will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account accounts in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower Borrowers will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as during regular office hours but no more often as reasonably requestedthan one (1) time during any calendar year absent the existence of an Event of Default; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense5.09; provided provided, further that none of Holdings, any Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ai) when an Event that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by Requirement of Law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement (bnot created in contemplation thereof) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity or (iii) that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Restricted Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(j), none of the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. (a) Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided thatthat the Borrower shall be given the opportunity to be present at any discussion with its independent accountants. (b) Each of Holdings and the Borrower will, excluding and will cause each of its Subsidiaries to, permit any such visits and inspections during the continuation of an Event of Default, only representatives designated by the Administrative Agent on behalf (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of (i) the inventory of the Lenders may exercise visitation Borrower and inspection rights its Subsidiaries and (ii) the systems providing for the monitoring and reporting of such inventory, all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable fees and expenses of any representatives retained by the Administrative Agent to conduct any such evaluation or appraisal (including the fees and expenses associated with the Lenders under this Section 5.08 and services performed by the Administrative Agent Agent’s collateral monitoring department); provided that the Borrower shall not exercise be required to pay such rights fees and expenses for more often than two times one such evaluation or appraisal during any calendar year absent the existence of unless an Event of Default has occurred and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsis continuing.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true a manner to allow financial statements of the Borrower and correct its Restricted Subsidiaries to be prepared in all material respects and are in conformity with GAAP consistently applied shall be made in respect of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent (acting on its own behalf or any Lenderon behalf of the Lenders or the Issuing Banks), upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders and the Issuing Banks may exercise visitation and inspection rights of the Administrative Agent and the Lenders and the Issuing Banks under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) notice. The Administrative Agent, the Administrative Agent Issuing Banks and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent, any Issuing Bank or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement between the Borrower or any of the Restricted Subsidiaries and a Person that is not the Borrower or any of the Restricted Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Books and Records; Inspection and Audit Rights. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Intermediate Holdings, the Borrower Borrowers or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings, Intermediate Holdings and the Borrower Borrowers the opportunity to participate in any discussions with Holdings’, Intermediate Holdings’ or the Borrower’s Borrowers’ independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower Parent will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Parent or its any Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower Parent will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, (x) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.08, (y) absent the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseexpense and (z) unless a Default or an Event of Default is continuing, neither the Administrative Agent nor any Lender shall seek to inspect financial and accounting records of any Loan Party during the period beginning on the 21st calendar day after each fiscal quarter end through the 42nd calendar day after such fiscal quarter end; provided further provided, further, that (a) when an Event of Default existsis continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsaccountants of the Borrower (or its parent company whose financial statements are delivered under Sections 5.01(a) and (b)).

Books and Records; Inspection and Audit Rights. Each of Holdings Holdings, the Company and the each Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Company, the Borrowers or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings Holdings, the Company and the each Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the an Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent (acting jointly) on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings Holdings, the Company and the Borrower Borrowers the opportunity to participate in any discussions with Holdings’ ’, the Company’s or the Borrower’s Borrowers’ independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(i), none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Parent Borrower will, and will cause each of their respective Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided thatthat (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each Fiscal Year for visits, excluding any inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such visits visits, inspections, examinations and inspections during the continuation of discussions conducted when an Event of DefaultDefault exists), (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants and (c) only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and 5.07. Notwithstanding anything to the Administrative Agent shall not exercise such rights more often than two times during contrary in this Section 5.07, none of the Parent Borrower or any calendar year absent of its Restricted Subsidiaries will be required to disclose, permit the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) when an Event constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and binding agreement or (bc) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings Parent and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of HoldingsParent, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings Parent and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent (acting jointly) on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of the Administrative Agent; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings Parent and the Borrower the opportunity to participate in any discussions with Holdings’ or the BorrowerParent’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary that is a Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, during normal business hours and upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its their Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Revolving Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (to the extent it is within such Person’s control to permit such inspection), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requestedrequested (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Revolving Lenders may exercise visitation and inspection rights of the Administrative Agent and the Revolving Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or (together with any Lender Revolving Lender) (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice notice; provided, further, that any Term Lender (or representative designated by a Term Lender) may, at the sole cost and (b) expense of such Term Lender, accompany the Administrative Agent and on any such inspection. Notwithstanding anything to the Lenders shall give Holdings and contrary in this Section 5.08, none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose, permit the opportunity inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information or (ii) in respect of which disclosure to participate in the Administrative Agent or any discussions with Holdings’ Revolving Lender (or the Borrower’s independent public accountantstheir respective representatives or contractors) is prohibited by applicable law or any binding agreement.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, and the Blocked Borrower will, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, and the Blocked Borrower will, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.10 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of Holdings; provided provided, further that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower or any of its Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or contract.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Intermediate Parents, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided further further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, maintain proper keep books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, sufficient to enable the Borrower or its Restricted Subsidiary, as to prepare the case may befinancial statements and other information required to be delivered under Section 5.01. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, permit any representatives designated by the Administrative Agent (or by any LenderLender acting through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, properties (accompanied by a representative of the Borrower) and to discuss its affairs, finances and condition with its officers and independent accountantsofficers, all at such reasonable times and as often as reasonably requested; provided that. (b) The Borrower will, excluding and will cause each of the other Grantors to, permit any such visits and inspections during the continuation of an Event of Default, only representatives designated by the Administrative Agent on behalf of the Lenders may exercise visitation (including any consultants, accountants, lawyers and inspection rights of appraisers retained by the Administrative Agent and the Lenders under this Section 5.08 and Agent) (or by any Lender acting through the Administrative Agent shall not exercise such rights more often than two times during Agent) to conduct one evaluation and one appraisal in any calendar fiscal year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event computation of Default exists, the Borrowing Base and the assets included in the Borrowing Base and such other assets and properties of the Borrower or the Subsidiaries as the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) Majority Lenders may do any of the foregoing reasonably require, all at the expense of the Borrower at any time during normal business hours reasonable times and upon reasonable advance notice to the Borrower and, if reasonably requested at any time when the aggregate amount of the Credit Exposures exceeds 80% of the aggregate amount of the Commitments in effect or when a Default or Event of Default shall have occurred and shall be continuing, up to one additional evaluation and up to one additional appraisal in any fiscal year. The Borrower shall pay the reasonable fees (b) including reasonable and customary internally allocated fees and expenses of employees of the Administrative Agent as to which invoices have been furnished) and expenses of any third party representatives retained by the Administrative Agent as to which invoices have been furnished to conduct any such evaluation or appraisal, including the reasonable fees and expenses associated with collateral monitoring services performed by the IB ABL Portfolio Management Group of the Administrative Agent to the extent not otherwise agreed in writing by the Borrower and the Administrative Agent. To the extent required by the Administrative Agent or the Majority Lenders in their discretion (not to be exercised unreasonably) as a result of any such evaluation, appraisal or monitoring, the Borrower also agrees to modify or adjust the computation of the Borrowing Base (which may include maintaining additional reserves or modifying the eligibility criteria for the components of the Borrowing Base, but not modifying the specifically enumerated advance rates specified in the definition of the “Borrowing Base”). Any such modification or adjustment required by the Administrative Agent or the Majority Lenders shall give Holdings and be made by written notice to the Borrower setting forth in reasonable detail the opportunity basis for such modification or adjustment, and shall become effective for purposes of the first Borrowing Base Certificate that is delivered pursuant to participate Section 5.09 at least five Business Days after the date of receipt by the Borrower of such written notice. (c) In the event that historical accounting practices, systems or reserves relating to the components of the Borrowing Base are modified in a manner that is adverse to the Lenders in any discussions with Holdings’ material respect, the Borrower will agree to maintain such additional reserves (for purposes of computing the Borrowing Base) in respect of the components of the Borrowing Base and make such other adjustments to its parameters for including the components of the Borrowing Base as the Administrative Agent or the Borrower’s independent public accountantsMajority Lenders in their discretion (not to be exercised unreasonably) shall reasonably require based upon such modifications.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted other Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower Holdings or its Restricted such Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted other Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; , provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. (a) Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided thatthat the Borrower shall be given the opportunity to be present at any discussion with its independent accountants. (b) Each of Holdings and the Borrower will, excluding and will cause each of its Subsidiaries to, permit any such visits and inspections during the continuation of an Event of Default, only representatives designated by the Administrative Agent on behalf (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of (i) the inventory of the Lenders may exercise visitation Borrower and inspection rights its Subsidiaries and (ii) the systems providing for the monitoring and reporting of such inventory, all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable fees and expenses of any representatives retained by the Administrative Agent to conduct any such evaluation or appraisal (including the fees and expenses associated with the Lenders under this Section 5.08 and services performed by the Administrative Agent Agent's collateral monitoring department); provided that the Borrower shall not exercise be required to pay such rights fees and expenses for more often than two times one such evaluation or appraisal during any calendar year absent the existence of unless an Event of Default has occurred and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsis continuing.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct a manner to allow financial statements to be prepared in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made in respect of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties (subject to the rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which Borrower or such Restricted Subsidiary is a party (provided that each of Holdings and the Borrower will use commercially reasonable efforts to cause such visit and inspection to be permitted)), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsaccountants and (c) none of Holdings or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding third-party agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions statements in accordance with GAAP. The Borrower and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior notice, (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided thatthat unless an Event of Default shall have occurred and be continuing, excluding any (i) no more than two such visits and inspections may be made during any calendar year, (ii) each such visit and inspection shall be made upon at least five Business Days’ prior notice to the continuation Borrower or the applicable Subsidiary, (iii) regardless of the existence of an Event of Default, only the Borrower shall have the opportunity to be present at any meeting with its independent accountants and (iv) the exercise by any Lender or any agent of any Lender (but not the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights or any agent of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such Agent) of its rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time hereunder shall be at the Borrowersuch Lender’s own expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any the Lender (or any of their respective representatives or independent contractors) may do engage in any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries (in all material respects and respects) are in conformity with GAAP consistently applied shall be made of all material financial transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgents, upon reasonable prior notice, 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 independent accountantsofficers, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent Agents on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.07 and the Administrative Agent Agents shall not exercise such rights more often than two times one time during any calendar fiscal year absent the existence of an Event of Default and and, in any event, only one such time shall be at the Borrower’s expense; provided further , and provided, further, that (a) when an Event of Default exists, has occurred and is continuing the Administrative Agent or any Lender Agents (or any of their respective representatives or independent contractorsdesignated representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders Agents shall give Holdings and provide the Borrower the opportunity to participate in any discussions with Holdings’ any such independent accountants. Notwithstanding anything to the contrary in this Section 5.07, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the Borrower’s independent public accountantsinspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agents or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account sufficient to permit the preparation of financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and during normal business hours, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be at for the Borrower’s expenseaccount; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries in conformity in all material respects and are in conformity with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior notice, notice and (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants (subject to such accountants’ customary policies), all at such reasonable times and during reasonable business hours as often as may be reasonably requested; requested provided that, excluding any such visits and inspections during the continuation of an Event of Default, that (a) only the Administrative Agent Agent, acting individually or on behalf of the Lenders Lenders, may exercise visitation and inspection assert rights of the Administrative Agent and the Lenders to access under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, for the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent unless an Event of Default shall have occurred and the Lenders be continuing, (i) no such discussion with any such independent accountants shall give Holdings and be permitted unless the Borrower the shall have received reasonable notice thereof and a reasonable opportunity to participate therein and (ii) such rights shall not be exercised more often than once during any period of 12 consecutive months. Notwithstanding anything else set forth herein to the contrary, in no event shall the Borrower or any discussions of the Subsidiaries be required to allow any such Person to inspect or examine, or be required to discuss, any records, documents or other information (x) with Holdings’ respect to which the Borrower or any of the Borrower’s independent public accountantsSubsidiaries has obligations of confidentiality (whether pursuant to law, contract or otherwise) (it being understood that the Borrower or any of the Subsidiaries shall, following a reasonable request from the Administrative Agent, use commercially reasonable efforts to request consent from an applicable contractual counterparty to disclose such information (but shall not be required to incur any cost or expense or pay any consideration of any type to such party in order to obtain such consent)) or (y) that is subject to attorney-client privilege).

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account sufficient to permit the preparation of financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and during normal business hours, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be at for the Borrower’s expenseBorrowers’ account; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsrepresentatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the each Borrower the opportunity to participate in any discussions with Holdings’ or the such Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderLender or Issuing Bank, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders and the Issuing Banks may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender or Issuing Bank (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders and Issuing Banks shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, shall maintain proper books of record and account financial records in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied generally accepted practices. Lender shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, have (a) a right to visit and inspect any of the properties of Borrower and its propertiesSubsidiaries, including a right to examine and make extracts from copy Borrower’s and its Subsidiaries’ books and records, records from time to time upon reasonable notice to Borrower and during normal business hours and (b) to discuss its affairs, finances and condition accounts with its Borrower’s officers and its independent public accountants, all at such reasonable times and as often as Lender may reasonably requestedrequest at meetings coordinated by Borrower; provided that, excluding any such visits and inspections during absent the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent (i) Lender shall not exercise such rights conduct more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at visit, inspection or examination, in any Fiscal Year of Borrower, and (ii) the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (Borrower or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time shall be permitted to be present during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Lender may audit Borrower’s Collateral at Borrower’s expense, it being understood that there shall be not more than one such audit performed in any Fiscal Year of Borrower; provided that, absent the continuation of an Event of Default (i) Lender shall not conduct more than one such visit, inspection or examination in any Fiscal Year of Borrower, and (ii) the Borrower or any of its representatives shall be permitted to be present during any discussions with the Borrower’s independent public accountants. Lender will give Borrower fifteen (15) days advance notice of such an audit, unless an Event of Default has occurred and is continuing.

Books and Records; Inspection and Audit Rights. (i) Each of Holdings and the Borrower will, and Seller Party will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are fullaccordance with GAAP, true consistently applied, and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beinternal controls. Each of Holdings and the Borrower will, and Seller Party will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderPurchaser, upon reasonable prior notice, to visit and inspect its propertiesproperties during normal business hours, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; requested (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract), provided that, excluding that an officer of each Seller Party may attend any such visits discussions with such accountants. (ii) Affinia Group will (and inspections during will cause each Seller to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the continuation of an Event of Default, only the Administrative Agent on behalf event of the Lenders may exercise visitation and inspection rights destruction of the Administrative originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Affinia Group will (and will cause each Seller to) give the Agent notice of any material change in the administrative and operating procedures referred to in the Lenders under this Section 5.08 previous sentence. (iii) Affinia Group will (and will cause each Seller to) (A) on or prior to the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent date hereof, xxxx its master data processing records and other books and records relating to the existence of an Event of Default Purchaser Interests with a legend, acceptable to the Agent, describing the Purchaser Interests and only one such time shall be at (B) upon the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any request of the foregoing at Agent (x) xxxx each Contract with a legend describing the expense of the Borrower at any time during normal business hours and upon reasonable advance notice Purchaser Interests and (by) deliver to the Administrative Agent and all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsReceivables.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower Credit Party will, and will cause permit each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by and agents of the Administrative Agent to (a) visit and inspect the properties at the time of any Field Exam or appraisal permitted hereunder or, if an Event of Default has occurred and is continuing, at any Lendertime, upon in each case during normal business hours and, if no Event of Default has occurred and is continuing, with reasonable prior notice, to visit and (b) inspect its properties, to examine and make extracts from its and copies of the Credit Parties’ and their Restricted Subsidiaries’ books and recordsrecords during the course of such inspections, (c) conduct Field Exams and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requestedappraisals; provided thatthat no more than one (1) one Field Exam and one (1) appraisal may be conducted per fiscal year unless (i) Excess Availability is less than the greater of (x) $12,500,000 and (y) fifteen percent (15%) of Availability at any time during such fiscal year, excluding any in which case up to two (2) Field Exams and two (2) appraisals may be conducted during such visits and inspections during the continuation of fiscal year, or (ii) an Event of DefaultDefault has occurred and is continuing, only in which case there shall be no limit on the number and frequency of Field Exams and appraisals that may be conducted; provided further that, with respect to any assets, liabilities, books and records that have been the subject of a Field Exam and an appraisal, so long as no Event of Default has occurred and is continuing, no subsequent Field Exams or appraisals shall be required to be conducted with respect to such assets, liabilities, books and records so long as both (i) no Revolving Loans, Swing Loans, or Agents Advances are outstanding and (ii) Excess Availability shall not have been less than 66.67% of Availability for a period of five (5) consecutive Business Days, and (d) discuss with the Credit Parties’ and their Restricted Subsidiaries’ respective principal officers the Credit Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Credit Parties or such Restricted Subsidiaries, and the Credit Parties shall cooperate with the Administrative Agent and its representatives and agents in connection with all such inspections, appraisals and discussions. Any other member of the Lender Group may, at its expense, accompany the Administrative Agent on behalf of any regularly scheduled visit to the Lenders may exercise visitation Credit Parties and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with HoldingsRestricted Subsidiaries’ or the Borrower’s independent public accountantsproperties.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the First Lien Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the First Lien Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the First Lien Administrative Agent and the Lenders under this Section 5.08 and the First Lien Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the First Lien Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the First Lien Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding that (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(j), none of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or or, upon the occurrence and during the continuance of an Event of Default, any Lender (at each Lender’s own expense), upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) the Borrower shall reimburse the Administrative Agent not more than once each fiscal year for visits, inspections, examinations and discussions conducted under this Section 5.07 if no Event of Default exists at the time thereof (and the Borrower shall reimburse the Administrative Agent for all such visits, inspections, examinations and discussions conducted when an Event of Default exists) and (b) the Borrower shall have the opportunity to be present at any meeting with its independent accountants. (b) If an Event of Default has occurred or is reasonably anticipated, the Administrative Agent or any Lender may (or any of their respective representatives or independent contractors) may do any of the foregoing but shall not be obligated to), at the expense of the Borrower Borrower, conduct such investigations as it deems appropriate to determine the nature and extent of any noncompliance with applicable Environmental Laws, the nature and extent of the presence of any Hazardous Materials, and the nature and extent of any other environmental conditions that may exist at or affect any time during normal business hours of the Mortgaged Properties, and the Loan Parties shall cooperate with the Administrative Agent in conducting such investigations. Such investigations shall be reasonable in scope and may include, without limitation, a detailed visual inspection of the Mortgaged Properties as well as the taking of soil samples, surface water samples, and ground water samples and such other investigations or analyses as the Administrative Agent deems reasonable. The Administrative Agent and its officers, employees, agents and contractors shall have and are hereby granted the right to enter upon the Mortgaged Properties for the foregoing purposes, subject to reasonable advance notice and (b) the Administrative Agent to reasonable efforts to minimize business interruptions and the Lenders shall give Holdings provided that all such investigations are conducted in compliance with all applicable laws and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsby consultants possessing appropriate levels of insurance.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its their Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. (a) Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets activities in accordance with GAAP and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beapplicable law. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior noticenotice and during normal business hours, 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 independent accountants (other than materials and affairs protected by the attorney-client privilege and materials which Holdings, the Borrower or any of its Subsidiaries may not disclose without violation of confidentiality obligations binding upon it), all at such reasonable times and as often as reasonably requested to the extent such request does not interfere in any material respect with the business and operation of the Borrower and its Subsidiaries. (b) Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent and any representatives designated by the Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and audits of the computation of the Borrowing Base and the assets included in the Borrowing Base, all at such reasonable times and as often as reasonably requested; provided that, excluding unless a Default has occurred and is continuing, such evaluations and audits shall not be conducted on more than two occasions in any such visits calendar year. In addition, Holdings and inspections during the continuation Borrower will, and will cause each of an Event of Defaultthe Subsidiaries to, only permit the Administrative Agent on behalf and such representatives to conduct appraisals of the Lenders may exercise visitation assets constituting Eligible Equipment, all at such reasonable times and inspection rights as often as reasonably requested; provided that (i) it is understood that such an appraisal will be conducted at least once during each calendar year, (ii) unless a Default has occurred and is continuing or a Permitted Acquisition has occurred involving consideration in excess of $5,000,000, such appraisals shall not be conducted more than once in any calendar year. The Borrower shall pay the reasonable fees and expenses of the Administrative Agent and the Lenders under this Section 5.08 and any representatives retained by the Administrative Agent shall not exercise to conduct any such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default existsevaluation, the Administrative Agent audit or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsappraisal.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are accounts in conformity with GAAP consistently applied shall be made (or, in the case of any Foreign Subsidiary, the local accounting rules applicable to such Person) in all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may berespects. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, provided that, unless an Event of Default shall have occurred and be continuing, the Borrower shall be provided an opportunity to participate in any such discussions with such accountants, all at such reasonable times and as during regular office hours but no more often as reasonably requestedthan one (1) time during any calendar year absent the existence of an Event of Default; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense5.09; provided provided, further that none of the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ai) when an Event that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by Requirement of Law or any binding agreement (not created in contemplation thereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. (b) (i) No more than once during any consecutive 12-month period or, if the Borrower fails to maintain Excess Availability of at least the greater of (A) $100,000,000 and (B) 20% of the Line Cap in effect at such time for five consecutive Business Days, no more than twice during any 12-month period in which such failure occurs, and (ii) at any time that any Event of Default exists and is continuing, as often as the Administrative Agent may do reasonably request, the Borrower will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any third-party appraiser or consultant reasonably satisfactory to the Administrative Agent to visit and inspect (at the Borrower’s expense), under guidance of officers of the Borrower or such Subsidiary, any of the foregoing at the expense properties of the Borrower at any time during normal business hours or such Subsidiary and upon reasonable advance notice to verify Eligible Accounts and/or Eligible Inventory in order to complete a field examination and (b) inventory appraisal of the Loan Parties, and in connection therewith the Borrower shall provide the Administrative Agent and any field examiner or appraiser reasonable access to the Lenders shall give Holdings books and records and the Borrower Collateral and shall reasonably cooperate with such field examiner or appraiser with respect to the opportunity foregoing. The Loan Parties shall reimburse the Administrative Agent for all reasonable charges, costs and expenses related to participate all such appraisals and field examinations. In addition, the Loan Parties shall have the right (but not the obligation), at their expense, at any time and from time to time (but not more than once per year) to provide the Administrative Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more appraisers or consultants reasonably satisfactory to the Administrative Agent, and prepared in any discussions a form and on a basis reasonably satisfactory to the Administrative Agent, in which case such appraisals or updates shall be used in connection with Holdings’ or the Borrower’s independent public accountantsdetermination of the Net Recovery Percentage and the calculation of the Borrowing Base hereunder.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower each Subsidiary Guarantor will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries in accordance, in all material respects and are in conformity respects, with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower each Subsidiary Guarantor will, and will cause each Restricted Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any representatives of the Lenders), and any agent designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities and financial condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders collectively may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year absent the existence of and unless an Event of Default exists, the costs and only one expenses of such time a visitation or inspection shall be at the Borrower’s expenseresponsibility of the inspecting party or parties; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsagents) may do any of the foregoing (at the reasonable expense of the Borrower Borrower) at any time during normal business hours and upon reasonable advance notice and (b) the notice. The Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section, neither the Borrower, Holdings nor any Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its agents) is prohibited by applicable law or any binding confidentiality agreement between the Borrower or any Subsidiary and a Person that is not the Borrower or any Subsidiary not entered into in contemplation of preventing such disclosure, inspection, examination or discussion or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower (a) The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that. (b) The Company will, excluding and will cause each of its Subsidiaries to, permit any such visits and inspections during the continuation of an Event of Default, only representatives designated by the Administrative Agent on behalf (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Lenders may exercise visitation Company's computation of the Borrowing Base and inspection rights of the assets included in the Borrowing Base, all at such reasonable times and as often as reasonably requested; PROVIDED that, if no Default shall have occurred and be continuing, no more than one such evaluation will be requested by the Administrative Agent during any fiscal year. The Company shall pay the reasonable fees and the Lenders under this Section 5.08 and expenses of any representatives retained by the Administrative Agent shall not exercise to conduct any such rights more often than two times during any calendar year absent evaluation or appraisal. The Company also agrees to modify or adjust the existence computation of an Event the Borrowing Base (which may include maintaining additional reserves or changing the definitions of Default and only one such time shall be at or modifying the Borrower’s expense; provided further that (aeligibility criteria for the components of the Borrowing Base) when an Event of Default exists, to the extent required by the Administrative Agent or the Required Lenders as a result of any Lender (such evaluation or any of their respective representatives or independent contractors) may do any appraisal, in each case with the consent of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and Company (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity such consent not to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsbe unreasonably withheld).

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account from which financial statements may be prepared in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving and, in any event, consistent with the assets and business of Holdings, the Borrower Borrower’s (or its such Restricted Subsidiary’s, as the case may be) past practice or changes in such practice necessary to meet the requirements of GAAP. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; , provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (or a Lender to the extent such visit or inspection is coordinated through the Administrative Agent) may exercise visitation and inspection the rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent and the Lenders, collectively, shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that expense absent the existence of an Event of Default. Notwithstanding anything to the contrary in this Section 5.08 or any other Loan Document, none of the Borrower or any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies or abstracts of, or discussion of, any document, information or other matter (a) when that constitutes non-financial trade secrets or non-financial proprietary information (in each case, unless an Event of Default existshas occurred and is continuing, provided that, in such case, such information shall be available to the Administrative Agent on behalf of the Lenders (or to any Lender to the extent such visit or inspection is coordinated through the Administrative Agent, provided that, in connection with such information, each such Lender shall be subject to customary “clean-room” restrictions that are reasonably satisfactory to each of the Administrative Agent and the Borrower)), (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives representatives) is prohibited by any Requirement of Law or independent contractorsany binding contractual agreement or (c) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings The Borrower and the Borrower will, and will cause each Restricted Subsidiary to, maintain will keep proper books of record and account in which entries that are full, true and correct entries that are in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets applicable law. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, will permit any representatives designated by the Administrative Agent or (and Lenders acting in conjunction with the Administrative Agent) and any Lenderagent designated by any of the foregoing, upon reasonable prior noticenotice during regular business hours (in each case to the extent it is within the Borrower’s or such Restricted Subsidiary’s, as applicable, control to so permit), (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding (a) no such discussion with any such visits independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation a reasonable opportunity to participate therein and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of (b) unless an Event of Default shall have occurred and be continuing, the Lenders, coordinating through the Administrative Agent, shall exercise such rights only one such time shall be once during any calendar year, at the Borrower’s expense; provided further . Notwithstanding anything to the contrary in this Section or in Section 5.01(j), none of the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts of, or discussion of, any document, information or other matter (i) that 106 constitutes non-financial trade secrets or non-financial proprietary information, (aii) when an Event in respect of Default exists, which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by any Requirement of the foregoing at the expense of the Borrower at Law or any time during normal business hours and upon reasonable advance notice and binding agreement or (biii) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity that is subject to participate in any discussions with Holdings’ attorney-client or the Borrower’s independent public accountantssimilar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are sufficient to enable the preparation of financial statements in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence and continuation of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent (or its designee) on behalf of the Lenders may exercise visitation visitation, inspection and inspection discussion rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time annual visit shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender Lender, in each case acting at the direction of the Required Lenders (or any of their respective representatives or independent contractors) may do any of the foregoing as may be reasonably desired at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants, and (c) the Administrative Agent, Lenders, and their representatives shall comply at all times with all reasonable health and safety policies and protocols of Holdings, Borrower, or the Restricted Subsidiary, as applicable, during any such visits or inspections. Notwithstanding anything to the contrary herein, the Borrower and Holdings shall not, and no Restricted Subsidiary shall, be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by Requirements of Law or any binding confidentiality obligation to a third party (to the extent not created in agreement contemplation of Holdings’, the Borrower’s or such Restricted Subsidiary’s obligations under this Section 5.08) or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Parent Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the reasonable expense of the Parent Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Parent Borrower the opportunity to participate in any discussions with Holdings’ or the Parent Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower (a) The Company will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower The Company will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderParticipating Bank, upon reasonable prior notice, to visit and inspect its propertiesprop erties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with officers of the Company and its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding that any such visits discussions with such independent accountants pursuant to this paragraph shall be held no more than once in any fiscal year unless (and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the sole cost and expense of the Borrower at Company if) a Default shall have occurred and be continuing. If the Company so elects, on any time visit or inspection or during normal business hours and upon reasonable advance notice and any discussion pursuant to this Section 5.06, such designated representatives shall be accompanied by one or more representatives of the Company. (b) At any time upon the Administrative request of the Agent made with reasonable prior notice, the Company will permit the Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Lenders Agent to conduct evaluations and appraisals of (i) the Company's practices in the computation of the Borrowing Base, and (ii) the assets included in the Borrowing Base, and will pay the reasonable fees and expenses in connection therewith; provided that such persons shall give Holdings be entitled to conduct such evaluations and appraisals only if (A) a Default has occurred and is continuing or (B) the Borrower the opportunity to participate in any discussions with Holdings’ Agent, or the Borrower’s independent public accountantsRequired Banks through the Agent, determines that a Material Adverse Effect has occurred since the Effective Date.

Books and Records; Inspection and Audit Rights. Subject in all respects to the limitations set forth in the final paragraph of Section 5.01: (a) Each of Holdings the Borrowers and the Borrower will, and each other Group Member will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, Holdings or the Borrower or its Restricted SubsidiaryGroup Members, as the case may be, in order to permit the preparation of financial statements in conformity with GAAP (or applicable local standards). Each Subject in all respects to the limitations set forth in the final paragraph of Holdings Section 5.01, each of the Borrowers and the Borrower will, and each other Group Member will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its propertiesproperties at which the principal financial records and executive officers of the applicable Person are located, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 5.08(a) and shall exercise rights in coordination with the field examination referred to in clause (b)(1) below and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the Borrower’s expensereasonable expense of the Borrowers; provided further provided, further, that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower Borrowers (or any other Group Member) the opportunity to be present at and participate in any discussions with Holdings’ or the Borrower’s independent public accountants. (b) The Administrative Agent and the Collateral Agent shall be permitted to collectively conduct, with respect to the Collateral comprising the Aggregate Borrowing Base in each case, at the reasonable expense of the Borrowers, (1) one field examination and one inventory appraisal during any twelve-month period, (2) to the extent that, in any such twelve-month period, Specified Availability has been less than the greater of (x) 12.5% of the Line Cap and (y) $50,000,00062,500,000 for five consecutive Business Days, one additional field examination and one additional inventory appraisal in such twelve-month period and (3) at any time that a Specified ABL Event of Default shall have occurred and be continuing, additional field examinations and additional inventory appraisals as frequently as determined by the Administrative Agent and the Collateral Agent in their Permitted Discretion (it being understood that, unless a Specified ABL Event of Default shall have occurred and be continuing, in no event shall more than two field examinations and two inventory appraisals be permitted pursuant to this clause); provided that at the request of the Lead Borrower and at the expense of the Borrowers, additional field examinations and inventory appraisals may be conducted. Each of the Borrowers shall permit any representatives designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties and to examine and make extracts from its books and records, all at reasonable times during normal business hours and upon reasonable advance notice in connection with the exercise of the rights described in the foregoing provisions of this clause (b); provided that (A) no such visit or inspection shall unduly interfere with the business or operations of any Borrower or Group Member, nor result in any damage to any property or other Collateral of such Borrower or any other Group Member and (B) no inspection shall involve invasive testing without the prior written consent of the Lead Borrower.

Books and Records; Inspection and Audit Rights. (a) Each of Holdings and the Borrower Loan Party will, and will cause each Restricted Subsidiary of the Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower Loan Party will, and will cause each Restricted Subsidiary of the Subsidiaries to, permit any representatives designated by the Administrative any Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that. (b) Each Loan Party will, excluding any such visits and inspections during will cause each of the continuation Subsidiaries to, from time to time upon the request of an Event of Default, only the Collateral Agent or the Required Lenders through the Administrative Agent, permit the Collateral Agent on behalf of or the Lenders may exercise visitation or professionals (including investment bankers, consultants, accountants, lawyers and inspection rights of appraisers) retained by the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default existsCollateral Agent, the Administrative Agent or any Lender the Lenders to conduct evaluations and appraisals of (or any of their respective representatives or independent contractorsi) may do any the Borrower's practices in the computation of the foregoing at Borrowing Base and (ii) the expense assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves (it being understood and agreed to that, in the absence of a Default, the Collateral Agent will conduct such evaluations and appraisals each quarter), and pay the reasonable and documented fees and expenses of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and Collateral Agent, the Lenders shall give Holdings or such professionals with respect to such evaluations and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.appraisals

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder)) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, any Intermediate Parent, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary and, in the case of Holdings, each Intermediate Parent to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its tangible properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requestedrequested (subject to the limitations set forth in the penultimate paragraph of Section 5.01); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. (a) Each of Holdings and the Borrower Company will, and will cause each Restricted Subsidiary to, maintain keep proper books of record and account accounts in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and all Requirements of Law are made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower Company will, and will cause each Restricted Subsidiary to, permit any employees and designated representatives designated by of the Administrative Agent or and any Lender, upon reasonable prior noticein each case, 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 independent accountants, all at such the Loan Parties’ expense at reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections (except during the continuation continuance of an Event of Default) upon reasonable notice, only to conduct appraisals of Inventory and field exams, in each case, up to two (2) times in any twelve month period or up to three (3) times in any such twelve month period at any time after Excess Availability has fallen below the Dominion Threshold for a period of five (5) consecutive days and, in any event, more frequently as the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times reasonably deems appropriate during any calendar year absent the existence of an Event of Default (it being acknowledged that a single field exam, appraisal or inspection may entail visits to multiple locations of books, records and only one assets of the Loan Parties). In connection with any such time appraisal or field exam, such employees and designated representatives of the Administrative Agent and/or the Lenders shall be at permitted (i) to visit and inspect, in consultation with officers of Holdings, the Borrower’s expense; provided further that Company or such Subsidiary (a) when other than during an Event of Default existsDefault, in which case, no such consultation shall be required) any properties of Holdings, the Company or such Subsidiary, (ii) to examine the books of account of Holdings, the Company or such Subsidiary and discuss the affairs, finances and accounts of Holdings, the Company or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants (provided that an officer of Holdings, the Company and its Subsidiaries may attend such discussions with such accountants) and (iii) to verify Eligible Accounts and/or Eligible Inventory (subject to reasonable requirements of confidentiality, including requirements imposed by law or contract). Neither the Administrative Agent nor any Lender shall have any duty to any of Holdings, the Company or any Lender (Subsidiary to make any inspection, nor to share any results of any inspection, appraisal or report with any of Holdings, the Company or any Subsidiary. Each of their respective representatives or independent contractors) may do any of Holdings, the foregoing at the expense of the Borrower at any time during normal business hours Company and upon reasonable advance notice its Subsidiaries acknowledge that all inspections, appraisals and (b) reports are prepared by the Administrative Agent and the Lenders for their purposes, and neither Holdings nor any of its subsidiaries shall give be entitled to rely upon them. (b) In addition to the obligations set forth in Section 12.03, Holdings and the Borrower Company will, and will cause the opportunity Subsidiaries to, reimburse Administrative Agent for all reasonable and documented costs and expenses of Administrative Agent in connection with (i) examinations of any such Person’s books and records as the Administrative Agent reasonably deems appropriate, (ii) appraisals of Inventory and (iii) field exams, in each case, as described in Section 8.08(a) above. Without limiting the foregoing and/or the Administrative Agent’s right to participate use third parties for such purposes, Holdings and the Company shall, and shall cause the Subsidiaries to, pay the Administrative Agent’s then standard per diem charges for each day that an employee of the Administrative Agent or its Affiliates is engaged in any discussions with Holdings’ or examination activities (including field exams), and shall pay the Borrowerstandard charges of the Administrative Agent’s independent public accountantsinternal appraisal group.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary Loan Party to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiaryand each Loan Party, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary Loan Party to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of the Borrower or any Loan Party shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or contract.

Books and Records; Inspection and Audit Rights. Each of Parent, Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied shall be made of and which reflect all material financial transactions and matters involving the assets and business of Parent, Holdings, the Borrower or its their Restricted SubsidiarySubsidiaries, as the case may be. Each of Parent, Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior written notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice and (b) the Administrative Agent and the Lenders shall give Parent, Holdings and the Borrower the opportunity to participate in any discussions with Parent’s, Holdings’ or the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.08, none of Parent, Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law, subject to attorney-client privilege or subject to contractual confidentiality requirements or which otherwise constitutes a trade secret the disclosure of which to the Administrative Agent or any Lender (or their respective representatives or contractors) would materially adversely affect the right of intellectual property ownership with respect thereto by Parent, Holdings, the Borrower or such Restricted Subsidiary.

Books and Records; Inspection and Audit Rights. Each of Holdings (a) The Borrower and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior notice, (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times as reasonably requested by the Administrative Agent; provided that (i) not more than one such visit, inspection, examination and as often discussion may be required in any period of 12 consecutive months (excluding, for purposes of the determination of the number thereof, any of the foregoing referred to in clause (ii) below) and (ii) any additional such visits, inspections, examinations and discussions commenced at any time when an Event of Default shall have occurred and be continuing. (b) The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct field examinations of the books and records of the Borrower and the Subsidiaries relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related reporting and control systems, at such reasonable times as reasonably requested; , provided that, excluding except for (i) field examinations commenced at any such visits and inspections during the continuation of time an Event of DefaultDefault shall have occurred and is continuing and (ii) field examinations referred to in the immediately succeeding sentence, only the number of such field examinations in any period of 12 consecutive months may not exceed (A) if at any time during such period Liquidity shall have been less than $7,500,000 for each of at least three consecutive days, two or (B) otherwise, one. In the event that the Borrower shall have consummated a Material Acquisition, the Borrower may request that the Administrative Agent on behalf conduct a field examination with respect to the Accounts acquired by the Loan Parties as a result thereof. The Borrower shall pay the reasonable fees and expenses of any such representatives designated by the Administrative Agent to conduct any such field examinations pursuant to this Section 5.09(b). The Administrative Agent may make such modifications to the Borrowing Base (including by establishing additional Reserves, reducing the advance rates or modifying the eligibility criteria for the components of the Borrowing Base) as it shall determine, in its Permitted Discretion (including upon request of the Required Lenders), to be appropriate as a result of any such field examination, with any such modifications becoming effective three Business Days after delivery of notice thereof to the Borrower and the Lenders. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section 5.09, may prepare and distribute to the Lenders may exercise visitation and inspection rights of certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsLenders.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Borrower will, and will cause each the Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (provided that a representative of the Lenders may accompany the Administrative Agent) may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default Default, which visitation and only one such time inspection shall be at the reasonable expense of the Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Parent Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied (or applicable local standards) shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Parent Borrower or its the Restricted SubsidiarySubsidiaries, as the case may be. Each of Holdings and the The Parent Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time visitation and inspection shall be at the reasonable expense of the Parent Borrower’s expense; provided provided, further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Parent Borrower the opportunity to participate in any discussions with Holdings’ or the Parent Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its any Restricted Subsidiary, as the case may be. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requestedduring normal business hours; provided that, excluding any such visits and inspections during the continuation of an if no Event of DefaultDefault exists, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default existsexists and is continuing, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing exercise such visitation and inspection rights at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice prior notice, and any Lender may accompany the Administrative Agent at its own expense, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants, (c) so long as no Event of Default has occurred and is continuing, the Loan Parties shall not be required to reimburse the Administrative Agent for the cost of any environmental inspection, except for one Phase I Environmental Site Assessment and, if necessary, one Phase II Environmental Site Assessment for any Mortgaged Property in any 24-month period, and (d) prior to any visit or inspection by the Administrative Agent, any representative thereof shall have agreed in writing to comply with confidentiality provisions substantially similar to those set forth in this Agreement or shall otherwise be bound by professional ethics rules or regulations or agreements that require such representative to maintain confidentiality generally.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower Credit Party will, and will cause permit each of its Restricted Subsidiary Subsidiaries to, permit representatives and agents of the Administrative Agent to (a) visit and inspect the properties at the time of any representatives designated Field Exam or appraisal permitted hereunder or, if an Event of Default has occurred and is continuing, at any time, in each case during normal business hours and, if no Event of Default has occurred and is continuing, with reasonable prior notice, (b) inspect and make extracts from and copies of the Credit Parties’ and their Restricted Subsidiaries’ books and records during the course of such inspections, and (c) conduct Field Exams and appraisals; provided that no more than one (1) Field Exam and one (1) appraisal may be conducted per fiscal year unless (i) Excess Availability is less than the greater of (x) $15,000,000 for five (5) consecutive Business Days and (y) fifteen percent (15%) of Availability at any time during such fiscal year, in which case up to two (2) Field Exams and two (2) appraisals may be conducted during such fiscal year, or (ii) an Event of Default has occurred and is continuing, in which case there shall be no limit on the number and frequency of Field Exams and appraisals that may be conducted; provided further that, other than one (1) Field Exam and one (1) appraisal conducted within ninety (90) days of the Closing Date (or such later date agreed by the Administrative Agent or in its Permitted Discretion), with respect to any Lenderassets, upon reasonable prior noticeliabilities, to visit and inspect its properties, to examine and make extracts from its books and recordsrecords that have been the subject of a Field Exam and an appraisal, so long as no Event of Default has occurred and is continuing, no subsequent Field Exams or appraisals shall be required to be conducted with respect to such assets, liabilities, books and records so long as both (i) no Revolving Loans, Swing Loans, or Agents Advances are outstanding and (ii) Excess Availability shall not have been less than 66.67% of Availability for a period of five (5) consecutive Business Days, and (d) discuss with the Credit Parties’ and their Restricted Subsidiaries’ respective principal officers the Credit Parties’ or such Restricted Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to discuss the Credit Parties or such Restricted Subsidiaries, and the Credit Parties shall cooperate with the Administrative Agent and its affairsrepresentatives and agents in connection with all such inspections, finances appraisals and condition with discussions. Any other member of the Lender Group may, at its officers and independent accountantsexpense, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only accompany the Administrative Agent on behalf any regularly scheduled visit to the Credit Parties and their Restricted Subsidiaries’ properties. Borrower shall pay Agent’s then standard charges for examination activities, including charges for its internal examination and appraisal groups, as well as the charges of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise any third party used for such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantspurposes.

Books and Records; Inspection and Audit Rights. Each of Holdings and the (a) The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, permit any representatives or agents designated by the Administrative Collateral Agent or any Lender, upon reasonable prior notice, to visit and inspect its propertiesproperties and the collateral, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits requested and inspections during at the continuation of an Event of Default, only the Administrative Agent on behalf sole expense of the Lenders may exercise visitation Borrower. (b) The Borrower will, and inspection rights will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Collateral Agent or any Lender (including any consultants, accountants, lawyers and appraisers retained by the Collateral Agent or any of their respective representatives or independent contractorsLender) may do any to conduct evaluations and appraisals of the foregoing at Collateral and the expense Borrower's computation of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent Borrowing Base and the Lenders shall give Holdings assets included in the Collateral, all at such reasonable times and the Borrower the opportunity to participate as often as reasonably requested, but in no event more than four times in any discussions with Holdings’ twelve month period unless an Event of Default shall have occurred. The Borrower shall pay the reasonable fees and expenses of any representatives retained by the Collateral Agent or any Lender to conduct any such evaluation or appraisal. The Borrower also agrees to modify or adjust the Borrower’s independent public accountantscomputation of the Borrowing Base (which may include maintaining additional reserves or modifying the eligibility criteria for the components of the Borrowing Base) to the extent required by the Collateral Agent or as a result of any such evaluation or appraisal.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP (or applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its any Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary toto permit, permit at the Borrower’s expense, any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseDefault; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and notice, (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants, and (c) any Lender (and its representatives and independent contractors) may accompany the Administrative Agent on any such visits and inspections.

Books and Records; Inspection and Audit Rights. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and entries are in conformity with GAAP consistently applied shall be made of all material dealings and transactions in relation to its business and activities in order to permit the preparation of its financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may bestatements in accordance with GAAP. Each of Holdings and the The Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, permit any representatives designated by the Administrative Agent or any LenderAgent, upon reasonable prior notice, 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 independent accountants, all at such reasonable times during normal business hours CREDIT AGREEMENT, Page 114 and as often as reasonably requested; provided that, excluding any such visits and inspections during that (a) the continuation of an Event of Default, only Parent Borrower shall reimburse the Administrative Agent on behalf of the Lenders may exercise visitation not more than once each fiscal year for visits, inspections, examinations and inspection rights of the Administrative Agent and the Lenders discussions conducted under this Section 5.08 and the Administrative Agent shall not exercise 5.07 if nonot be required to reimburse such rights more often than two times during any calendar year absent the existence of expenses unless an Event of Default and only one such time shall be exists at the Borrower’s expense; provided further that time thereof (a) and the Parent Borrower shall reimburse the Administrative Agent for all such visits, inspections, examinations and discussions conducted when an Event of Default exists) and (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants. Notwithstanding anything to the contrary in this Section 5.07, the Parent Borrower and any Restricted Subsidiary will not be required to disclose or permit the inspection or discussion of, any document, information or other matter (1) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do is prohibited by law or any binding agreement not entered into in contemplation of avoiding such inspection and disclosure rights, (2) that is subject to attorney client or similar privilege or constitutes attorney work product, (3) in respect of which the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party not entered into in contemplation of avoiding such inspection and disclosure or (4) that constitutes non-financial trade secrets or non-financial proprietary information of the foregoing at the expense Parent Borrower or any Subsidiary thereof and/or any customers and/or suppliers of the foregoing; provided that in the event that any the Parent Borrower at or any time during normal business hours and upon reasonable advance Restricted Subsidiary does not provide any information requested in connection with an examination or a discussion permitted under this Section 5.07 in reliance on the preceding clause (2) or (3) due to confidentiality or waiver concerns, such Person shall provide notice and (b) to the Administrative Agent and that such information is being withheld and, in the Lenders case of clause (3), shall give Holdings and use its commercially reasonable efforts to communicate the Borrower applicable information in a way that would not violate the opportunity to participate in any discussions with Holdings’ applicable obligation or the Borrower’s independent public accountantsrisk waiver of such privilege.

Books and Records; Inspection and Audit Rights. Each of Holdings (a) The Borrower and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct in all material respects and are entries in conformity with GAAP consistently applied shall be and applicable law are made of all material financial dealings and transactions in relation to its business and matters involving the assets activities. The Borrower and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and each Subsidiary will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior notice, (a) to visit and inspect its properties, (b) to examine and make extracts from its books and records, records and (c) to discuss its operations, business affairs, finances assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times as reasonably requested by the Administrative Agent; provided that (i) not more than two such visits, inspections, examinations and as often discussions may be required in any period of 12 consecutive months (excluding, for purposes of the determination of the number thereof, any of the foregoing referred to in clause (ii) below) and (ii) any additional such visits, inspections, examinations and discussions commenced at any time when an Event of Default shall have occurred and be continuing. (b) The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct field examinations of the books and records of the Borrower and the Subsidiaries relating to the Borrower’s computation of the Borrowing Base or any component thereof and the related reporting and control systems, at such reasonable times as reasonably requested; , provided that, excluding except for (i) field examinations commenced at any such visits and inspections during the continuation of time an Event of DefaultDefault shall have occurred and is continuing and (ii) field examinations referred to in the immediately succeeding sentence, only the number of such field examinations in any period of 12 consecutive months may not exceed (A) if at any time during such period Liquidity shall have been less than $7,500,000 for each of at least three consecutive days, four or (B) otherwise, two. In the event that the Borrower shall have consummated a Material Acquisition, the Borrower may request that the Administrative Agent on behalf conduct a field examination with respect to the Accounts acquired by the Loan Parties as a result thereof. The Borrower shall pay the reasonable fees and expenses of any such representatives designated by the Administrative Agent to conduct any such field examinations pursuant to this Section 5.09(b) . The Administrative Agent may make such modifications to the Borrowing Base (including by establishing additional Reserves, reducing the advance rates or modifying the eligibility criteria for the components of the Borrowing Base) as it shall determine, in its Permitted Discretion (including upon request of the Required Lenders), to be appropriate as a result of any such field examination, with any such modifications becoming effective three Business Days after delivery of notice thereof to the Borrower and the Lenders. The Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section 5.09, may prepare and distribute to the Lenders may exercise visitation and inspection rights of certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsLenders.

Books and Records; Inspection and Audit Rights. (a) Each of Holdings and the Borrower will, and the Lead Borrower will cause each Restricted of the other Credit Parties and each Material Foreign Subsidiary to, maintain keep proper books of record and account in which entries that are full, true and correct entries in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial dealings and transactions in relation to its business and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beactivities. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by any Agent on its own behalf or on behalf of the Administrative Agent or any LenderLenders, upon reasonable prior notice, 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 independent accountants, all at such reasonable times and as often as reasonably requested; . (b) Each Borrower will, and the Lead Borrower will cause each of the other Credit Parties and each Material Foreign Subsidiary to, from time to time upon the reasonable request and reasonable prior notice of the Collateral Agent or the Required Lenders through the Administrative Agent, permit any Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents to conduct appraisals, commercial finance examinations and other evaluations as they deem necessary or appropriate, including, without limitation, of (i) the Borrowers’ practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and pay the reasonable fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals, provided thatthat (w) so long as Excess Availability, excluding at any time tested, is greater than $75,000,000, no more than one such visits appraisal and inspections one commercial finance examination shall be required during any twelve month period following the Closing Date, and (x) so long as Excess Availability, at any time tested, is less than $75,000,000 but greater than or equal to $30,000,000, no more than two such appraisals and two commercial finance examinations shall be required during any twelve month period following the Closing Date, and (y) so long as Excess Availability, at any time tested, is less than $30,000,000, no more than three such appraisals and three commercial finance examinations shall be required during any twelve month period following the Closing Date, all at the expense of the Borrowers and (z) following the occurrence and during the continuation continuance of an any Event of Default, only the Administrative Agent on behalf may undertake such additional appraisals and commercial finance examinations as it deems appropriate, each at Borrowers’ expense. Notwithstanding the foregoing, after the occurrence and during the continuance of the Lenders may exercise visitation and inspection rights of a Cash Dominion Event, the Administrative Agent may undertake such additional appraisals and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be commercial finance audits as it deems appropriate, each at the Borrower’s expense; provided further that expense of the Lenders. (ac) when an Event The Borrowers and each Material Foreign Subsidiary shall, at all times, retain Ernst & Young or other independent certified public accountants of Default existsnational standing, and instruct such accountants to cooperate with, and be available to, the Administrative Agent or any Lender (or any of their respective its representatives or independent contractors) may do any to discuss the Borrowers’ and each Material Foreign Subsidiary’s financial performance, financial condition, operating results, controls and such other matters within the scope of the foregoing at the expense retention of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) such accountants as may be raised by the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountantsAgent.

Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower (a) The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, maintain keep proper books of record and account financial records in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may beGAAP. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary of the Subsidiaries to, permit any representatives designated by the either Administrative Agent or any LenderAgent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and such records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at reasonable times; provided that the Company need not permit any such inspection, evaluation or appraisal more frequently than twice in any period of 12 consecutive months commencing on or after the Effective Date, except that this proviso shall not apply if a Default shall have occurred and is continuing. (b) The Company will, and will cause each of the Subsidiaries to, permit any representatives designated by either Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by such Administrative Agent) to conduct evaluations and appraisals of the computation of the U.S. Borrowing Base or the Canadian Borrowing Base (or both) and the assets included therein, including supporting systems, processes and controls, all at reasonable times and as often as reasonably requestedtimes; provided that, excluding unless a Default shall have occurred and be continuing, the Company need not permit any such visits and inspections during the continuation of an Event of Defaultinspection, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights evaluation or appraisal more often frequently than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate twice in any discussions with Holdings’ period of 12 consecutive months commencing on or after the Borrower’s independent public accountantsEffective Date. The Company shall pay the reasonable fees and expenses of any representatives retained by an Administrative Agent, or employees of such Administrative Agent, to conduct any such evaluation or appraisal, and, while no Default shall have occurred and be continuing, no more frequently than once in any period of 12 consecutive months commencing on or after the Effective Date, including reasonable and customary internally allocated fees and expenses of such employees.