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

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required), 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, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party 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, 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. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriate. (c) The Borrowers shall, at all times, retain independent certified public accountants who are reasonably satisfactory to the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required), 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, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party 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, 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. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers Agents intend to undertake a minimum of one appraisal and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) two commercial finance examination, at the Loan Parties’ expense; and examinations in any Fiscal Year (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers but may undertake such additional appraisals and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ ' expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it they in its their discretion deems deem necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriate). (c) The Borrowers shall, at all times, retain independent certified public accountants who are reasonably satisfactory to the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower The Company will, and will cause each other Loan Party of its Subsidiaries to, keep proper books financial records in accordance with GAAP. The Company will, and will cause each of record and account in which fullthe Subsidiaries to, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agentthe Administrative Agent in consultation with the Borrowers, upon reasonable prior notice notice, no less frequently than semi-annually in any period of twelve (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)12) consecutive months commencing on or after the Effective Date, 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 officersofficers and independent accountants, all on at reasonable advance notice to times. The foregoing provisions are supplemental of the Lead Borrower (unless an Event rights of Default then existsthe Administrative Agent set forth in Section 5.09(b) and at such reasonable times during normal business hours and as often as reasonably requestedbelow. (b) Each Borrower The Company will, and will cause each other Loan Party to, from time to time upon the reasonable request and reasonable prior notice of the Collateral Agent or the Required Lenders through the Administrative AgentSubsidiaries to, permit any representatives designated by the Administrative Agent or professionals (including any consultants, accountants, lawyers and appraisers) appraisers retained by the Agents Administrative Agent) in consultation with the Borrowers to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, appraisals of (i) the Borrowers’ practices assets included in the computation of the Tranche A Borrowing Base and (ii) the assets included in Tranche A-1 Borrowing Base, including supporting systems, processes and controls, all at the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Without limiting expense of the foregoing: Borrowers (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examinationtime during any twelve month period in which Excess Availability is at all times greater than $250,000,000, at the Loan Parties’ expense; and (ii) up to two (2) times during any twelve month period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five or equal to $250,000,000 but greater than or equal to $100,000,000, (25%iii) percent of the Loan Cap, the Administrative Agent or professionals up to three (including consultants, accountants, lawyers and appraisers3) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, times during any twelve month period in which Excess Availability is at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) any time less than $100,000,000 and (iiiv) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default; PROVIDED, that, notwithstanding the provisions of clause (iii) above, no more than two (2) appraisals of Eligible Real Estate, Eligible Leaseholds, and Scripts may be conducted during any twelve month period unless an Event of Default has occurred and is continuing. In addition to the foregoing the Administrative Agent will have the right to conduct additional such commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it but no more frequently than twice in its discretion deems necessary or appropriateany calendar year. The expenses reimbursable by the Borrowers pursuant to his Section shall include the reasonable fees and expenses of any representatives retained by the Administrative Agent. (c) The Administrative Agent may, from time to time, engage a third party, reasonably acceptable to the Company to undertake Phase I environmental site assessments during the term of this Agreement of the Eligible Real Estate and Eligible Leaseholds, provided that such assessments may only be undertaken during the continuance of any Specified Default. The Borrowers shallwill, at and will cause each of their Subsidiaries to, cooperate in all times, retain independent certified public accountants who are respects with the Administrative Agent and such third parties to enable such assessment and evaluation to be timely completed in a manner reasonably satisfactory to the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and the Lead Borrower will cause each of the other Loan Party Credit Parties and each Material Foreign Subsidiary to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any AgentAgent on its own behalf or on behalf of the Lenders, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and the Lead Borrower will cause each of the other Loan Party 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 evaluationsevaluations as they deem necessary or appropriate, including, without limitation, of (i) the Borrowers’ practices in the computation of the Domestic Borrowing Base, Tranche A-1 Borrowing Base or Canadian Borrowing Base, as applicable and (ii) the assets included in the Domestic Borrowing Base, Tranche A-1 Borrowing Base or Canadian Borrowing Base, as applicable and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent Agents or such professionals with respect to such evaluations and appraisals, provided that (including consultants1) so long as Excess Availability, accountantsat any time tested, lawyers is greater than or equal to forty percent (40%) of the Loan Cap, no more than one such Inventory appraisal and appraisersone commercial finance examination shall be required during any twelve month period following the Effective Date, and (2) retained by so long as Excess Availability, at any time tested, is less than forty percent (40%) of the Agents in connection with Loan Cap but greater than or equal to fifteen percent (15%) of the Loan Cap, no more than two such Inventory appraisals and two commercial finance examinations shall be required during any twelve month period following the Effective Date, and (3) so long as Excess Availability, at any time tested, is less than fifteen percent (15%) of the Loan Cap, no more than three such Inventory appraisals and three commercial finance examinations shall be required during any twelve month period following the Effective Date, all of the foregoing appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Borrowers and (4) following the occurrence and during the continuance of any Event of Default, the Administrative Agent, Agent may undertake such additional appraisals and commercial finance examinations as it deems appropriate, each at Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may undertake up to one additional commercial finance examination and up to one additional appraisal in its discretion any twelve month period as it deems necessary or appropriate, each at the expense of the Lenders. (c) The Borrowers and each Material Foreign Subsidiary shall, at all times, retain Ernst & Young or other independent certified public accountants who are reasonably satisfactory of national standing, and instruct such accountants to cooperate with, and be available to, the Administrative Agent or its representatives 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 retention of such accountants as may be raised by the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party member of the Borrower Affiliated Group to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any the Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party member of the Borrower Affiliated Group 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 the Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents Agent to conduct appraisals, commercial finance examinations and other evaluations, 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. Without limiting , and pay the foregoing: reasonable fees and expenses of the Agent or such professionals with respect to such evaluations and appraisals, provided that prior to the occurrence and continuation of an Event of Default, the Borrowers shall only be required to pay the fees and expenses for (i) subject to one commercial finance examination and one appraisal during each twelve month period following the provisions of clause Second Amendment Effective Date so long as the conditions set forth in clause[s] (ii[) or (iii]) below do not apply, and (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) two commercial finance examination, at examinations and two appraisals during each twelve month period following the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Second Amendment Effective Date if Excess Availability is at any time less than twenty-five twenty[-five percent (25%) percent of the Loan Cap, and (iii) three commercial finance examinations and three appraisals during each twelve month period following the Administrative Agent or professionals Effective Date if Excess Availability is at any time less than fifteen percent (including consultants, accountants, lawyers and appraisers15] percent (20%) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at Cap. Notwithstanding the Loan Parties’ expense. The Loan Parties shall foregoing limitations on the Borrowers' obligation to pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the for appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after prior to the occurrence and the continuation of an Event of Default. In addition , the Agent may, (i) undertake such additional appraisals and commercials finance examinations prior to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice occurrence of an Event of Default as it, in its Permitted Discretion, deems necessary, at the expense of the Administrative AgentLenders, and (ii) if an Event of Default shall have occurred and be continuing, undertake such additional appraisals and commercial finance examinations at the Borrowers' expense as it in its discretion deems necessary or appropriate.. 86[86] (c) The Borrowers shall, at all times, retain BDO USA, LLP or other independent certified public accountants who are reasonably satisfactory to the Administrative Agent and instruct such accountants to cooperate with, and be available to, the Agent or its representatives to discuss the Borrowers' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower Transaction Party will, and will cause each other Loan Party of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower Transaction Party will, and will cause each of the Subsidiaries to, permit any representatives designated by any AgentAgent or any Lender, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower Transaction Party will, and will cause each other Loan Party of the Subsidiaries to, from time to time upon the reasonable request and reasonable prior notice of the Borrowing Base Audit Agent, the Collateral Agent or the Required Lenders through the Administrative Agent, permit any the Borrowing Base Audit Agent, the Collateral Agent or the Lenders or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents Borrowing Base Audit Agent, the Collateral Agent, the Administrative Agent or the Lenders to conduct appraisals, commercial finance examinations evaluations and other evaluations, including, without limitation, appraisals of (i) the Borrowers’ Borrower's 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. Without limiting reserves (it being understood and agreed 57 52 to that, in the foregoing: (i) subject to the provisions absence of clause (ii) below, during any period of four (4) consecutive Fiscal Quartersa Default, the Administrative Borrowing Base Audit Agent or professionals (including consultantsthe Collateral Agent will conduct such evaluations and appraisals each quarter), accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable and documented fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Borrowing Base Audit Agent, as it in the Collateral Agent, the Lenders or such professionals with respect to such evaluations and appraisals. The Borrower hereby agrees that Alco Capital Group, Inc. will update its discretion deems necessary or appropriateinventory audit report, after the occurrence and the continuation of an Event of Default. In addition which is to be delivered to the foregoing Lenders on or before the Administrative Agent will have the right Effective Date pursuant to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative AgentSection 4.01(p), as it in its discretion deems necessary or appropriateof each of March 31, 1999, and June 30, 1999, and that such updated reports shall be delivered to the Lenders immediately upon their completion. (c) The Borrowers shallEach Transaction Party will, at all timesand will cause each of the Subsidiaries to, retain independent certified public accountants who are reasonably satisfactory in connection with any evaluation and appraisal relating to the computation of the Borrowing Base, maintain such additional reserves (for purposes of computing the Borrowing Base) in respect of Eligible Inventory and in respect of Eligible Inventory Minus Reserves and make such other adjustments to its parameters for including Inventory in the Borrowing Base as the Borrowing Base Audit Agent and the Collateral Agent or the Required Lenders through the Administrative Agent shall require based upon the results of such evaluation and appraisal. (d) Each Transaction Party will, and will cause each of the Subsidiaries to, from time to time upon request of the Borrowing Base Audit Agent, the Collateral Agent or the Required Lenders through the Administrative Agent, permit its agents or representatives to conduct reviews to determine the net recovery value of inventory, and pay the reasonable and documented fees and expenses of such agents or representatives with respect to such reviews. (e) Not less frequently than each fiscal quarter, Holdings shall conduct a conference call with the Lenders to update them on the financial performance and results of operations of the Holdings Group and other related topics. (f) Not later than January 29, 1999, Holdings shall host at the offices of the Administrative Agent in New York, New York a bank meeting to which each of the Lenders shall be invited to attend.

Books and Records; Inspection and Audit Rights. (a) Each Borrower Transaction Party will, and will cause each other Loan Party of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower Transaction Party will, and will cause each of the Subsidiaries to, permit any representatives designated by any AgentAgent or any Lender, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower Transaction Party will, and will cause each other Loan Party of the Subsidiaries to, from time to time upon the reasonable request and reasonable prior notice of the Borrowing Base Audit Agent, the Collateral Agent or the Required Lenders through the Administrative Agent, permit any the Borrowing Base Audit Agent, the Collateral Agent or the Lenders or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Agents Borrowing Base Audit Agent, the Collateral Agent, the Administrative Agent or the Lenders to conduct appraisals, commercial finance examinations evaluations and other evaluations, including, without limitation, appraisals of (i) the Borrowers’ Borrower's 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. Without limiting reserves (it being understood and agreed to that, in the foregoing: (i) subject to the provisions absence of clause (ii) below, during any period of four (4) consecutive Fiscal Quartersa Default, the Administrative Borrowing Base Audit Agent or professionals (including consultantsthe Collateral Agent will conduct such evaluations and appraisals each quarter), accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable and documented fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Borrowing Base Audit Agent, as it in the Collateral Agent, the Lenders or such professionals with respect to such evaluations and appraisals. The Borrower hereby agrees that Alco Capital Group, Inc. will update its discretion deems necessary or appropriateinventory audit report, after the occurrence and the continuation of an Event of Default. In addition which is to be delivered to the foregoing Lenders on or before the Administrative Agent will have the right Restatement Closing Date pursuant to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative AgentSection 4.01(p), as it in its discretion deems necessary or appropriateof each of March 31, 1999, and June 30, 1999, and that such updated reports shall be delivered to the Lenders immediately upon their completion. (c) The Borrowers shallEach Transaction Party will, at all timesand will cause each of the Subsidiaries to, retain independent certified public accountants who are reasonably satisfactory in connection with any evaluation and appraisal relating to the computation of the Borrowing Base, maintain such additional reserves (for purposes of computing the Borrowing Base) in respect of Eligible Inventory and in respect of Eligible Inventory Minus Reserves and make such other adjustments to its parameters for including Inventory in the Borrowing Base as the Borrowing Base Audit Agent and the Collateral Agent or the Required Lenders through the Administrative Agent shall require based upon the results of such evaluation and appraisal. (d) Each Transaction Party will, and will cause each of the Subsidiaries to, from time to time upon request of the Borrowing Base Audit Agent, the Collateral Agent or the Required Lenders through the Administrative Agent, permit its agents or representatives to conduct reviews to determine the net recovery value of inventory, and pay the reasonable and documented fees and expenses of such agents or representatives with respect to such reviews. (e) Not less frequently than each fiscal quarter, Holdings shall conduct a conference call with the Lenders to update them on the financial performance and results of operations of the Holdings Group and other related topics.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party member of the Borrower Affiliated Group to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any the Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party member of the Borrower Affiliated Group 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 the Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents Agent to conduct appraisals, commercial finance examinations and other evaluations, 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. Without limiting , and pay the foregoing: reasonable fees and expenses of the Agent or such professionals with respect to such evaluations and appraisals, provided that prior to the occurrence and continuation of an Event of Default, the Borrowers shall only be required to pay the fees and expenses for (i) subject to one commercial finance examination and one appraisal during each twelve month period following the provisions of clause Effective Date so long as the conditions set forth in clauses (ii) belowor (iii) below do not apply, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) two commercial finance examinations and two appraisals during any each twelve month period of four (4) consecutive Fiscal Quarters in which following the Effective Date if Excess Availability is at any time less than twenty-five percent (25%) percent of the Loan Cap, and (iii) three commercial finance examinations and three appraisals during each twelve month period following the Administrative Agent or professionals Effective Date if Excess Availability is at any time less than fifteen percent (including consultants, accountants, lawyers and appraisers15%) retained by the Agents may conduct two (2) appraisals of the Loan PartiesCap. Notwithstanding the foregoing limitations on the Borrowers’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall obligation to pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the for appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after prior to the occurrence and the continuation of an Event of Default. In addition , the Agent may, (i) undertake such additional appraisals and commercials finance examinations prior to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice occurrence of an Event of Default as it, in its Permitted Discretion, deems necessary, at the expense of the Administrative AgentLenders, and (ii) if an Event of Default shall have occurred and be continuing, undertake such additional appraisals and commercial finance examinations at the Borrowers’ expense as it in its discretion deems necessary or appropriate. (c) The Borrowers shall, at all times, retain BDO USA, LLP or other independent certified public accountants who are reasonably satisfactory to the Administrative Agent and instruct such accountants to cooperate with, and be available to, the Agent or its representatives to discuss the Borrowers’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and the Lead Borrower will cause each of the other Loan Party Credit Parties and each Material Foreign Subsidiary to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any AgentAgent on its own behalf or on behalf of the Lenders, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and the Lead Borrower will cause each of the other Loan Party 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 evaluationsevaluations as they deem necessary or appropriate, including, without limitation, of (i) the Borrowers’ practices in the computation of the Domestic Borrowing Base or Canadian Borrowing Base, as applicable and (ii) the assets included in the Domestic Borrowing Base or Canadian Borrowing Base, as applicable and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent Agents or such professionals with respect to such evaluations and appraisals, provided that (including consultants1) so long as Excess Availability, accountantsat any time tested, lawyers is greater than or equal to forty percent (40%) of the Loan Cap, no more than one such Inventory appraisal and appraisersone commercial finance examination shall be required during any twelve month period following the Effective Date, and (2) retained by so long as Excess Availability, at any time tested, is less than forty percent (40%) of the Agents in connection with Loan Cap but greater than or equal to fifteen percent (15%) of the Loan Cap, no more than two such Inventory appraisals and two commercial finance examinations shall be required during any twelve month period following the Effective Date, and (3) so long as Excess Availability, at any time tested, is less than fifteen percent (15%) of the Loan Cap, no more than three such Inventory appraisals and three commercial finance examinations shall be required during any twelve month period following the Effective Date, all of the foregoing appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Borrowers and (4) following the occurrence and during the continuance of any Event of Default, the Administrative Agent, Agent may undertake such additional appraisals and commercial finance examinations as it deems appropriate, each at Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may undertake up to one additional commercial finance examination and up to one additional appraisal in its discretion any twelve month period as it deems necessary or appropriate, each at the expense of the Lenders. (c) The Borrowers and each Material Foreign Subsidiary shall, at all times, retain Ernst & Young or other independent certified public accountants who are reasonably satisfactory of national standing, and instruct such accountants to cooperate with, and be available to, the Administrative Agent or its representatives 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 retention of such accountants as may be raised by the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower Loan Party will, and will cause each other Loan Party of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower Loan Party will, and will cause each of the Subsidiaries to, permit any representatives designated by any AgentAgent or any Lender, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower Loan Party will, and will cause each other Loan Party of the Subsidiaries 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 the Collateral Agent or the Lenders or professionals (including investment banks, consultants, accountants, lawyers and appraisers) retained by the Agents Collateral Agent, the Administrative Agent or the Lenders to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, of (i) evaluations of the Borrowers’ Borrower's practices in the computation of the Borrowing Base and (ii) appraisals of the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. Without limiting reserves (it being understood and agreed to that, in the foregoing: (i) subject to the provisions absence of clause (ii) below, during any period a Default or Event of four (4) consecutive Fiscal QuartersDefault, the Administrative Collateral Agent or professionals (including consultants, accountants, lawyers will conduct such evaluations and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal appraisals not more than three times per fiscal year of the Loan Parties’ Inventory Borrower), and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable and documented fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Collateral Agent, as it in its discretion deems necessary the Lenders or appropriate, after the occurrence such professionals with respect to such evaluations and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriateappraisals. (c) The Borrowers shallAgents may from time to time conduct "mystery shopping" visits to any or all of the Borrower's business premises, at all times, retain independent certified public accountants who are reasonably satisfactory shall provide to the Administrative AgentBorrower a copy of any written report of the results of such "mystery shopping" issued by any third party "mystery shopper" engaged by the Agents, and all reasonable expenses incurred by the Agents with respect to such visits (absent a Default or Event of Default, not to exceed $1,500 per rolling twelve month period) shall be reimbursed by the Borrower pursuant to Section 9.3.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party member of the Borrower Affiliated Group to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any AgentAgent on its own behalf or on behalf of any Arranger, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required)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 officersofficers and independent accountants, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party member of the Borrower Affiliated Group 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, 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. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Agents or such professionals with respect to such evaluations and appraisals, provided that so long as the Credit Extensions are less than fifty (50%) of the lesser of the Total Commitments or the Borrowing Base, the Borrowers shall be responsible only for the costs and expenses of one such appraisal and one commercial finance examination in any twelve month period following the Closing Date, and if the Credit Extensions are at any time equal to or greater than fifty (50%) of the lesser of the Total Commitments or the then Borrowing Base, the Borrowers shall be responsible only for the costs and expenses of two such appraisals and two commercial finance examinations in any twelve month period following the Closing Date, in each case unless an Event of Default shall have occurred and be continuing (in which event the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the may undertake such additional appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after ). Notwithstanding the foregoing limitations on the Borrowers' obligation to pay the expenses for appraisals and commercial finance examinations prior to the occurrence and the continuation of an Event of Default. In addition to the foregoing , the Administrative Agent will have the right to conduct may undertake such additional commercial appraisals and commercials finance examinations and appraisals during normal business hours and upon reasonable advance notice prior to the occurrence of an Event of Default as it, in its Permitted Discretion, deems necessary, at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriateLenders. (c) The Borrowers shall, at all times, retain BDO Seidman, LLP or other independent certified public accountants who are reasonably axx xxxxonably satisfactory to the Administrative Agent and instruct such accountants to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the Borrowers' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required), 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, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party 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, 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. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty---five (25%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriate. (c) The Borrowers shall, at all times, retain independent certified public accountants who are reasonably satisfactory to the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required), 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, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party 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, 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. Without limiting the foregoing: (i) subject to the provisions of clause clauses (ii), (iii) belowand (iv) hereof, during any period of four (4) consecutive Fiscal Quarters, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and; (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twenty-five forty (2540%) percent of the Loan Caplesser of the then (x) Total Commitments or (y) Borrowing Base, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense; (iii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than the greater of (A) fifteen (15%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base, and (B) $35,000,000, in addition to the appraisal and commercial finance examination described in clause (i) above, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct three (3) appraisals of the Loan Parties’ Inventory and three (3) commercial finance examinations;, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i), (ii) and (iiiii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriate. (c) The Borrowers shall, at all times, retain independent certified public accountants who are reasonably satisfactory to the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required), 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, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party 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, 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. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal QuartersQuartersif the aggregate amount of Loans and outstanding Letters of Credit at any time exceed $50,000,000, during the immediately following four (4) Fiscal Quarter period, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expenseexpense during such period; and (ii) during any period of four (4) consecutive Fiscal Quarters in which Excess Availability is at any time less than twentytwenty‑five (25seventeen and one-five half percent (2517.5%) percent of the Loan Cap, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two (2) appraisals of the Loan Parties’ Inventory and two (2) commercial finance examinations, at the Loan Parties’ expense. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (A) described in clauses (i) and (ii) above, (B) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (C) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriate. (c) The Borrowers shall, at all times, retain independent certified public accountants who are reasonably satisfactory to the Administrative Agent.

Books and Records; Inspection and Audit Rights. (a) Each Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities. Each Borrower will permit any representatives designated by any Agent, upon reasonable prior notice (unless an Event of Default has occurred and is continuing in which event no such notice shall be required), 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, all on reasonable advance notice to the Lead Borrower (unless an Event of Default then exists) and at such reasonable times during normal business hours and as often as reasonably requested. (b) Each Borrower will, and will cause each other Loan Party 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, 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. Without limiting the foregoing: (i) subject to the provisions of clause (ii) below, during any period of four (4) consecutive Fiscal QuartersQuarters during which Excess Availability is at all times greater than or equal to the greater of (A) seventeen and one-half percent (17.5%) of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall have the right to conduct one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial finance examination, at the Loan Parties’ expense; and; (ii) during any period of four (4) consecutive Fiscal Quarters in during which Excess Availability is at any time less than twentythe greater of (A) seventeen and one-five half percent (2517.5%) percent of the lesser of the then (x) Total Commitments or (y) Borrowing Base and (ii) $25,000,000, in addition to the appraisal and commercial finance examination described in clause (i) above, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents shall conduct one (1) additional appraisal of the Loan CapParties’ Inventory and one (1) additional commercial finance examination; and (iii) in addition to the appraisals and commercial finance examinations described in clauses (i) and (ii) above, in the Administrative Agent’s discretion, the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents may conduct two one (21) appraisals additional appraisal of the Loan Parties’ Inventory and two one (21) additional commercial finance examinations, at the Loan Parties’ expenseexamination during any period of four (4) consecutive Fiscal Quarters. The Loan Parties shall pay the reasonable fees and expenses of the Administrative Agent or professionals (including consultants, accountants, lawyers and appraisers) retained by the Agents in connection with the appraisals and commercial finance examinations (Ai) described in clauses (i), (ii) and (iiiii) above, (Bii) undertaken at any time at the request of the Administrative Agent if required by Applicable Law and (Ciii) undertaken at the request of the Administrative Agent, as it in its discretion deems necessary or appropriate, after the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent will have the right to conduct additional commercial finance examinations and appraisals during normal business hours and upon reasonable advance notice at the expense of the Administrative Agent, as it in its discretion deems necessary or appropriate. (c) The Borrowers shall, at all times, retain independent certified public accountants who are reasonably satisfactory to the Administrative Agent.