Common use of Books and Records; Inspections Clause in Contracts

Books and Records; Inspections. Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAP. Holdings and Borrower shall provide Agent, each Lender and their respective agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or Event of Default, for the purposes of (i) inspecting and any and all records verifying the Collateral, (ii) inspecting and copying (at Borrower's expense) pertaining thereto, and (iii) discussing the affairs, finances and business of Holdings, Borrower and their respective Subsidiaries with any executive officer or director of Holdings or Borrower or with their accountants. Borrower shall reimburse Agent for the reasonable travel and related expenses of Agent's employees or, at Agent's option, of such outside accountants or examiners as may be retained by Agent to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent deems the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED that prior to the occurrence of a Default or an Event of Default, Borrower shall only be liable to Agent for one such inspection during any twelve (12) month period.

Books and Records; Inspections. Each Borrower and Holdings shall, and they shall cause each of their respective its Subsidiaries to, keep adequate (i) maintain books and records (including computer records and books programs) of accountaccount pertaining to the assets, liabilities and financial transactions of such Borrower and its Subsidiaries in which complete entries will be made in accordance such detail, form and scope as is consistent with GAAP. Holdings good business practice and Borrower shall (ii) provide Agent, each the Lender and their respective its agents access to the premises of Holdings, such Borrower and any of their respective its Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at Borrower's the Borrowers' expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, such Borrower and their respective its Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Lender all financial statements, work papers, and other information relating to such affairs, finances or business. Borrower The Borrowers shall reimburse Agent the Lender for the reasonable travel and related expenses of Agentthe Lender's employees or, at Agentthe Lender's option, of such outside accountants or examiners as may be retained by Agent the Lender to verify or inspect Collateral, records or documents of Holdings or Borrower the Borrowers and their Subsidiaries on a regular basis or for a special inspection if Agent the Lender deems the same appropriate. If the Lender's own employees are used, the Borrowers shall also pay such reasonable PER DIEM allowance as the Lender may from time to time establish, or, if outside examiners or accountants are used, Borrower the Borrowers shall also pay Agent the Lender such reasonable sum as Agent the Lender may be obligated to pay as fees therefor; PROVIDED that prior . All such Obligations may be charged to the occurrence Loan Account. Each Borrower hereby authorizes the Lender to communicate directly with the Auditors to disclose to the Lender any and all financial information regarding such Borrower including, without limitation, matters relating to any audit and copies of a Default any letters, memoranda or an Event other correspondence related to the business, financial condition or other affairs of Default, Borrower shall only be liable to Agent for one such inspection during any twelve (12) month periodBorrower.

Books and Records; Inspections. The Borrower and Holdings shall, each Subsidiary will keep proper books of record and they shall cause each accounts in which entries in conformity in all material respects with GAAP and applicable law are made of all dealings and transactions in relation to its business and activities (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in a manner to allow financial statements to be prepared in conformity with generally accepted accounting principles that are applicable in their respective Subsidiaries tojurisdictions of organization). The Borrower and each Subsidiary will permit the Administrative Agent or any Lender (pursuant to a request made through the Administrative Agent) (or their authorized representatives) to visit and inspect any of its properties, keep adequate to examine, copy and make extracts from its financial and accounting records and books of accountto discuss its business, in which complete entries will be made in accordance operations, assets, liabilities (including contingent liabilities) and financial condition with GAAP. Holdings its officers and Borrower shall provide Agentindependent registered public accounting firm, each Lender all upon reasonable notice and their respective agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, such reasonable times during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or as often as may reasonably be requested; provided that unless an Event of DefaultDefault has occurred and is continuing, for such visits and inspections shall be limited to not more than one visit and inspection (coordinated through the purposes Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower (i) inspecting and any and all records verifying it being agreed that during the Collateral, (ii) inspecting and copying (at Borrower's expense) pertaining thereto, and (iii) discussing the affairs, finances and business continuance of Holdings, Borrower and their respective Subsidiaries with any executive officer or director of Holdings or Borrower or with their accountants. Borrower shall reimburse Agent for the reasonable travel and related expenses of Agent's employees or, at Agent's option, of such outside accountants or examiners as may be retained by Agent to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent deems the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED that prior to the occurrence of a Default or an Event of Default, such visits and inspections are not limited in number or otherwise by this proviso and all such visits and inspections shall be at the expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or inspection shall give the Borrower a reasonable opportunity to participate in any discussions with the Borrower’s independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower or any Subsidiary will be required to disclose or permit the inspection, examination, copying or discussion of any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective designees) (i) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any Subsidiary or (ii) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to Holdings, the Borrower or a Subsidiary, provided that the Borrower shall only be liable notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and Holdings, the Borrower and the Subsidiaries shall use commercially reasonable efforts to Agent for one communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a way that would not violate the applicable law or any such inspection during obligation of confidentiality and, in the case of any twelve (12) month periodsuch obligation of confidentiality, to obtain a waiver with respect thereto.

Books and Records; Inspections. The Parent and the Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries other Loan Party and each other Subsidiary to, keep adequate records and proper books of account, record and account in which complete full, true and correct entries will in all material respects in conformity with GAAP consistently applied shall be made in accordance with GAAPmade. Holdings The Parent and the Borrower shall, and shall provide Agentcause each other Loan Party and each other Subsidiary to, each permit representatives of the Administrative Agent or any Lender to visit and their respective agents access to the premises of Holdings, Borrower and inspect any of their respective Subsidiaries properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the presence of an officer of the Borrower), all at any time and from time to time, such reasonable times during normal business hours and upon as often as may reasonably be requested and so long as no Event of Default exists, with reasonable notice prior notice. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under the circumstances, and at any time on and after the occurrence of this Section only if such exercise occurs while a Default or Event of DefaultDefault exists. If requested by the Administrative Agent, the Parent and the Borrower shall execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the financial affairs of the Parent, the Borrower, any other Loan Party or any other Subsidiary with its accountants; provided that an officer of the Borrower shall be given a reasonable opportunity to be present for the purposes of (i) inspecting and any and all records verifying the Collateral, (ii) inspecting and copying (at Borrower's expense) pertaining thereto, and (iii) discussing the affairs, finances and business of Holdings, Borrower and their respective Subsidiaries discussions with any executive officer or director of Holdings or Borrower or with their such accountants. Borrower shall reimburse Agent for the reasonable travel and related expenses of Agent's employees or, at Agent's option, of such outside accountants or examiners as may be retained by Agent to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent deems the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED that prior to the occurrence of a Default or an Event of Default, Borrower shall only be liable to Agent for one such inspection during any twelve (12) month period.

Books and Records; Inspections. The Borrower and Holdings shall, and they shall cause each of their respective its Subsidiaries to, keep adequate (i) maintain books and records (including computer records and books programs) of accountaccount pertaining to the assets, liabilities and financial transactions of the Borrower and its Subsidiaries in such detail, form and scope as is consistent with good business practice, which complete entries will be made in accordance with GAAP. Holdings shall exclude the assets, liabilities and financial transactions of all direct and indirect members, shareholders, Subsidiaries and Affiliates of the Borrower shall and its Subsidiaries, and (ii) provide Agent, the Agent and its agents and one representative of each Lender and their respective agents of the Lenders access to the premises of Holdings, the Borrower and any of their respective its Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at the Borrower's ’s expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, the Borrower and their respective its Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. The Borrower shall reimburse the Agent for the reasonable travel and related expenses of the Agent's ’s employees or, at the Agent's ’s option, of such outside accountants or examiners as may be retained by the Agent to verify or inspect Collateral, records or documents of Holdings or the Borrower and its Subsidiaries on a regular basis or for a special inspection if the Agent deems the same appropriate. If the Agent’s own employees are used, the Borrower shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, the Borrower shall also pay the Agent such reasonable sum as the Agent may be obligated to pay as fees therefor; PROVIDED that prior . All such Obligations may be charged to the occurrence Loan Account or any other account of a Default the Borrower with the Agent or an Event any of Defaultits Affiliates. The Borrower hereby authorizes the Agent to communicate directly with the Auditors to disclose to the Agent any and all financial information regarding the Borrower including, Borrower shall only be liable without limitation, matters relating to Agent for one such inspection during any twelve (12) month periodaudit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of the Borrower.

Books and Records; Inspections. Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAP. Holdings and Borrower shall (i) maintain books and records (including computer records) pertaining to the Collateral in such detail, form and scope as is consistent with good business practice and (ii) provide Agent, each Lender TBCC and their respective its agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting TBCC Loan and Security Agreement -------------------------------------------------------------------------------- and copying (at Borrower's expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, Borrower and their respective Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower or with their accountantsthe Auditors. Borrower shall reimburse Agent TBCC for the reasonable travel and related expenses of AgentTBCC's employees or, at AgentTBCC's option, of such outside accountants or examiners as may be retained by Agent TBCC to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent TBCC deems the same appropriate. If TBCC's own employees are used, Borrower shall also pay therefor $600 per person per day (or such other amount as shall represent TBCC's then current standard charge for the same), or, if outside examiners or accountants are used, Borrower shall also pay Agent such reasonable TBCC such* sum as Agent TBCC may be obligated to pay as fees therefor; PROVIDED **. * reasonable **, provided, however, that prior to the occurrence of unless a Default or an Event of DefaultDefault has occurred and is continuing, Borrower Borrower's obligation to reimburse TBCC for expenses incurred pursuant to this Section 5.7 shall only be liable limited to Agent for one such inspection a maximum of $10,000 during any twelve (12) month period.period of 12 consecutive months

Books and Records; Inspections. The Borrower shall (i) maintain books and Holdings shallrecords (including computer records and programs) of account pertaining to the assets, liabilities and they shall cause financial transactions of the Borrower in such detail, form and scope as is consistent with good business practice and (ii) provide the Agent and its agents and one representative of each of their respective Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAP. Holdings and Borrower shall provide Agent, each Lender and their respective agents the Lenders access to the premises of Holdings, the Borrower and any of their respective Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at the Borrower's ’ expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, the Borrower and their respective Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. The Borrower shall reimburse the Agent for the reasonable travel and related expenses of Agent's employees or, at Agent's option, of such outside accountants a third party examiner or examiners as may be accountant retained by the Agent to verify or inspect Collateral, Collateral and the records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent deems related thereto (I) up to three times in any twelve-month period (and more frequently in the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED Agent’s discretion at any time that prior to the occurrence of a Default or an Event of DefaultDefault has occurred and is continuing) or (II) in connection with the inspection of any Inventory acquired from another Person other than in the ordinary course of business if the value thereof is greater than $5,000,000. If the Agent’s own employees are used to conduct any such verification or inspection, the Borrower shall only not be liable required to reimburse the Agent for one the expense thereof. All such inspection during Obligations may be charged to the Loan Account or any twelve (12) month periodother account of the Borrower with the Agent or any of its Affiliates. The Borrower hereby authorizes the Agent to communicate directly with the Auditors to disclose to the Agent any and all financial information regarding the Borrower including, without limitation, matters relating to any audit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of the Borrower.

Books and Records; Inspections. Each Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries Designated Affiliate to, keep adequate (i) maintain books and records (including computer records and books programs) of accountaccount pertaining to the assets, liabilities and financial transactions of such Borrower and Affiliates in which complete entries will be made in accordance such detail, form and scope as is consistent with GAAP. Holdings good business practice and Borrower shall (ii) provide Agentthe Agent and its agents and representatives, and one representative of each Lender and their respective agents of the Lenders, access to the premises of Holdings, such Borrower and any each of their respective Subsidiaries such Affiliates at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and with any number of agents and representatives of the Lenders after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at Borrower's the Borrowers' expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, such Borrower and their respective Subsidiaries or Affiliate with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. Borrower The Borrowers shall reimburse the Agent for the reasonable travel and related expenses of the Agent's employees or, at the Agent's option, of such outside accountants or examiners as may be retained by the Agent to verify or inspect Collateral, records or documents of Holdings a Borrower or Borrower such Affiliate on a regular basis or for a special inspection if the Agent deems the same appropriate. If the Agent's own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, Borrower the Borrowers shall also pay the Agent such reasonable sum as the Agent may be obligated to pay as fees therefor; PROVIDED that prior . The Borrowers shall not be obligated to reimburse the Lenders for any of the foregoing types of expenses incurred by the Lenders. All such Obligations may be charged to the occurrence Loan Account or any other account of a Default the Borrowers with the Agent or an Event any of Defaultits Affiliates. The Borrowers hereby authorize the Agent, Borrower shall only be liable on behalf of the Lenders, to Agent for one such inspection during communicate directly with the Auditors to disclose to the Agent, on behalf of the Lenders, any twelve (12) month periodand all financial information regarding any of the Loan Parties including, without limitation, matters relating to any audit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of any of the Borrowers or the Designated Affiliates.

Books and Records; Inspections. Borrower and Holdings GDC shall, and they shall cause each of their respective its Subsidiaries to, keep adequate (i) maintain books and records (including computer printouts and books of accountprograms) pertaining to the Collateral in such detail, in which complete entries will be made in accordance form and scope as is consistent with GAAP. Holdings good business practice and Borrower shall (ii) provide Agent, each Lender the Agent and their respective its agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries such Person at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at Borrower's the Borrowers' expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, Borrower and their respective Subsidiaries any Loan Party with any executive officer officers, employees or director directors of Holdings or Borrower such Person or with their accountantsthe Auditors. Borrower The parties hereto agree that the Co-Agent shall have the right to accompany the Agent on each audit and verification performed by the Agent pursuant to this clause (g). The Borrowers shall reimburse the Agent for the reasonable travel and related expenses of the Agent's employees or, at the Agent's option, of such outside accountants or examiners as may be retained by the Agent to verify or inspect Collateral, records or documents of Holdings or each Borrower and its Subsidiaries on a regular basis or for a special inspection if the Agent deems the same appropriate. If the Agent's own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, Borrower the Borrowers shall also pay the Agent such reasonable sum as the Agent may be obligated to pay as fees therefor; PROVIDED that . With respect to each audit performed by the Agent or its designees, the Borrowers shall not be liable for audit fees in excess of the lesser of $3,000 (or, in the case of the audit performed prior to the occurrence of a Default or Closing Date, $5,000) per audit and $750 per day per auditor, except that, if an Event of DefaultDefault has occurred and is continuing, the Borrowers' maximum liability for the fees for each audit shall be the greater of $3,000 per audit and $750 per day per auditor. All such Obligations may be charged to the Loan Account or any other account of a Borrower shall only be liable to Agent for one such inspection during with the Agent, any twelve (12) month periodLender or any of their respective affiliates.

Books and Records; Inspections. The Borrower and Holdings shall, each Subsidiary will keep proper books of record and they shall cause each accounts in which entries in conformity in all material respects with GAAP and applicable law are made of all dealings and transactions in relation to its business and activities (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in a manner to allow financial statements to be prepared in conformity with generally accepted accounting principles that are applicable in their respective Subsidiaries tojurisdictions of organization). The Borrower and each Subsidiary will permit the Administrative Agent or any Lender (pursuant to a request made through the Administrative Agent) (or their authorized representatives) to visit and inspect any of its properties, keep adequate to examine, copy and make extracts from its financial and accounting records and books of accountto discuss its business, in which complete entries will be made in accordance operations, assets, liabilities (including contingent liabilities) and financial condition with GAAP. Holdings its officers and Borrower shall provide Agentindependent registered public accounting firm, each Lender all upon reasonable notice and their respective agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, such reasonable times during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or as often as may reasonably be requested; provided that unless an Event of DefaultDefault has occurred and is continuing, for such visits and inspections shall be limited to not more than one visit and inspection (coordinated through the purposes Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower (i) inspecting and any and all records verifying it being agreed that during the Collateral, (ii) inspecting and copying (at Borrower's expense) pertaining thereto, and (iii) discussing the affairs, finances and business continuance of Holdings, Borrower and their respective Subsidiaries with any executive officer or director of Holdings or Borrower or with their accountants. Borrower shall reimburse Agent for the reasonable travel and related expenses of Agent's employees or, at Agent's option, of such outside accountants or examiners as may be retained by Agent to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent deems the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED that prior to the occurrence of a Default or an Event of Default, such visits and inspections are not limited in number or otherwise by this proviso and all such visits and inspections shall be at the expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or inspection shall give the Borrower a reasonable opportunity to participate in any discussions with the Borrower’s independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower or any Subsidiary will be required to disclose or permit the inspection, examination, copying or discussion of any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective designees) (i) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any Subsidiary or (ii) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to Holdings, the Borrower or a Subsidiary, provided that the Borrower shall only notify the Administrative Agent 119 promptly upon obtaining knowledge that such information is being withheld and Holdings, the Borrower and the Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. This Section 5.6 shall not apply to field examinations relating to the computation of the Borrowing Base or appraisals of the Inventory including in the Borrowing Base, which shall be liable to Agent for one such inspection during any twelve (12) month periodgoverned by Section 5.13.

Books and Records; Inspections. Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAP. Holdings and Borrower shall (i) maintain books and records (including computer records) pertaining to the Collateral in such detail, form and scope as is consistent with good business practice and (ii) provide Agent, each Lender TBCC and their respective its agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at Borrower's expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, Borrower and their respective Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower or with their accountantsthe Auditors. Borrower shall reimburse Agent TBCC for the reasonable travel and related expenses of AgentTBCC's employees or, at AgentTBCC's option, of such outside accountants or examiners as may be retained by Agent TBCC to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent TBCC deems the same appropriate. If TBCC's own employees are used, Borrower shall also pay therefor $600 per person per day (or such other amount as shall represent TBCC's then current standard charge for the same), or, if outside examiners or accountants are used, Borrower shall also pay Agent TBCC such reasonable sum as Agent TBCC may be obligated to pay as fees therefor; PROVIDED that prior to the occurrence of a Default or an Event of Default*. ***, Borrower shall only be liable to Agent for one such inspection during any twelve PROVIDED, HOWEVER, THAT (UNLESS A DEFAULT OR EVENT OF DEFAULT SHALL EXIST) DURING ANY PERIOD OF 12 CONSECUTIVE MONTHS, MEASURED ON A ROLLING 12-MONTH BASIS, (I) month periodBORROWER SHALL NOT BE REQUIRED TO REIMBURSE TBCC MORE THAN $6,000, PLUS REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE EMPLOYEES, AGENTS AND REPRESENTATIVES OF TBCC IN CARRYING OUT THE ACTIVITIES AUTHORIZED BY THIS SECTION 5.7, AND (II) BORROWER SHALL NOT BE REQUIRED TO PROVIDE TBCC ACCESS TO BORROWER'S PREMISES MORE THAN ONCE DURING EACH OF THE FOUR CONSECUTIVE THREE-MONTH PERIODS OCCURRING THEREIN.

Books and Records; Inspections. Borrower and Holdings Each Loan Party shall, and they shall cause each of their respective its Subsidiaries to, keep adequate (i) maintain books and records (including computer records and books programs) of accountaccount pertaining to the assets, liabilities and financial transactions of such Loan Party and its Subsidiaries in such detail, form and scope as is consistent with good business practice, which complete entries will be made in accordance with GAAP. Holdings shall exclude the assets, liabilities and Borrower shall financial transactions of all direct and indirect holders of Equity Interests, Subsidiaries and other Affiliates of such Loan Party and (ii) provide Agent, each the Lender Parties and their respective its agents access to the premises of Holdings, Borrower such Loan Party and any of their respective its Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at the Borrower's ’s expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, Borrower such Loan Party and their respective its Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Lender Parties all financial statements, work papers, and other information relating to such affairs, finances or business (such activities a “Field Exam”). The Borrower shall reimburse Agent the Lender Parties for the reasonable travel and related expenses of Agent's the Lender Parties’ employees or, at Agent's the Lender Parties’ option, of such outside accountants or examiners as may be retained by the Administrative Agent to verify or inspect Collateral, records or documents of Holdings or Borrower conduct Field Exams on a regular basis or for a special inspection if Agent deems the Lender Parties deem the same appropriate. If the Lender Parties’ own employees are used, the Borrower shall also pay such reasonable per diem allowance as the Lender Parties may from time to time establish, or, if outside examiners or accountants are used, the Borrower shall also pay Agent the Lender Parties such reasonable sum as Agent the Lender Parties may be obligated to pay as fees therefor; PROVIDED that prior . Administrative Agent may engage an appraiser to provide Lender Parties with appraisals or updates thereof with respect to the occurrence Loan Parties’ assets, prepared on a basis satisfactory to the Administrative Agent (“Appraisals”). The Borrower shall reimburse the Administrative Agent for the reasonable expenses of a such appraisals or updates. All such Obligations may be charged to the Loan Account or any other account of the Borrower with the Administrative Agent. The Borrower hereby authorizes the Lender Parties to communicate directly with the Auditors to disclose to the Lender Parties any and all financial information regarding any of the Loan Parties including, without limitation, matters relating to any audit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of any of the Loan Parties; provided that absent the existence of an Event of Default (a) the Lender Parties shall provide at least three (3) Business Days advance written notice to the Administrative Borrower and (b) the Lender Parties shall copy or otherwise include the Borrower on any such communication. Notwithstanding anything to the contrary contained herein, absent the existence of an Event of Default, Borrower no more than three (3) Field Exams shall only be liable to Agent for one such inspection conducted during any twelve one (121) month periodcalendar year at Borrower’s expense.

Books and Records; Inspections. The Borrower and Holdings shall, each Subsidiary will keep proper books of record and they shall cause each accounts in which entries in conformity in all material respects with GAAP and applicable law are made of all dealings and transactions in relation to its business and activities (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in a manner to allow financial statements to be prepared in conformity with generally accepted accounting principles that are applicable in their respective Subsidiaries tojurisdictions of organization). The Borrower and each Subsidiary will permit the Administrative Agent or any Lender (pursuant to a request made through the Administrative Agent) (or their authorized representatives) to visit and inspect any of its properties, keep adequate to examine, copy and make extracts from its financial and accounting records and books of accountto discuss its business, in which complete entries will be made in accordance operations, assets, liabilities (including contingent liabilities) and financial condition with GAAP. Holdings its officers and Borrower shall provide Agentindependent registered public accounting firm, each Lender all upon reasonable notice and their respective agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, such reasonable times during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or as often as may reasonably be requested; provided that unless an Event of DefaultDefault has occurred and is continuing, for such visits and inspections shall be limited to not more than one visit and inspection (coordinated through the purposes Administrative Agent) in any Fiscal Year and such visit and inspection shall be at the expense of the Borrower (i) inspecting and any and all records verifying it being agreed that during the Collateral, (ii) inspecting and copying (at Borrower's expense) pertaining thereto, and (iii) discussing the affairs, finances and business continuance of Holdings, Borrower and their respective Subsidiaries with any executive officer or director of Holdings or Borrower or with their accountants. Borrower shall reimburse Agent for the reasonable travel and related expenses of Agent's employees or, at Agent's option, of such outside accountants or examiners as may be retained by Agent to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent deems the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED that prior to the occurrence of a Default or an Event of Default, such visits and inspections are not limited in number or otherwise by this proviso and all such visits and inspections shall be at the expense of the Borrower). The Administrative Agent and the Lenders conducting any such visit or inspection shall give the Borrower a reasonable opportunity to participate in any discussions with the Borrower’s independent registered public accounting firm. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower or any Subsidiary will be required to disclose or permit the inspection, examination, copying or discussion of any document, information or other matter in respect of which disclosure to the Administrative Agent or any Lender (or their respective designees) (i) is prohibited by applicable law or any obligations of confidentiality binding upon Holdings, the Borrower or any Subsidiary or (ii) would result in a waiver of any attorney-client privilege or attorney work product protection inuring to Holdings, the Borrower or a Subsidiary, provided that the Borrower shall only notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and Holdings, the Borrower and the Subsidiaries shall use commercially reasonable efforts to communicate or permit the inspection, examination, copying or discussion, to the extent permitted, the applicable document, information or other matter in a way that would not violate the applicable law or any such obligation of confidentiality and, in the case of any such obligation of confidentiality, to obtain a waiver with respect thereto. This Section 5.6 shall not apply to field examinations relating to the computation of the Borrowing Base or appraisals of the Inventory including in the Borrowing Base, which shall be liable to Agent for one such inspection during any twelve (12) month periodgoverned by Section 5.13.

Books and Records; Inspections. Each Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries Designated Affiliate to, keep adequate (i) maintain books and records (including computer records and books programs) of accountaccount pertaining to the assets, liabilities and financial transactions of such Borrower and Affiliates in which complete entries will be made in accordance such detail, form and scope as is consistent with GAAP. Holdings good business practice and Borrower shall (ii) provide Agent, each Lender the Agent and their respective its agents access to the premises of Holdings, such Borrower and any each of their respective Subsidiaries such Affiliates at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at Borrower's the Borrowers' expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, such Borrower and their respective Subsidiaries or Affiliate with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Agent all financial statements, work papers, and other information relating to such affairs, finances or business. Borrower The Borrowers shall reimburse the Agent for the reasonable travel and related expenses of the Agent's employees or, at the Agent's option, of such outside accountants or examiners as may be retained by the Agent to verify or inspect Collateral, records or documents of Holdings a Borrower or Borrower such Affiliate on a regular basis or for a special inspection if the Agent deems the same appropriate. If the Agent's own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Agent may from time to time establish, or, if outside examiners or accountants are used, Borrower the Borrowers shall also pay the Agent such reasonable sum as the Agent may be obligated to pay as fees therefor; PROVIDED that prior . All such Obligations may be charged to the occurrence Loan Account or any other account of a Default the Borrowers with the Agent or an Event any of Defaultits Affiliates. The Borrowers hereby authorize the Agent to communicate directly with the Auditors to disclose to the Agent any and all financial information regarding any of the Loan Parties including, Borrower shall only be liable without limitation, matters relating to Agent for one such inspection during any twelve (12) month periodaudit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of any of the Borrowers or the Designated Affiliates.

Books and Records; Inspections. Borrower and Holdings shall, and they shall cause each of their respective its Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAPGAAP and any applicable law, rule and regulation. Holdings and Borrower shall provide Agent, each Lender and their respective its agents access to its premises and the premises of Holdings, Borrower and any of their respective its Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a an Event of Default or Potential Event of Default, for the purposes of (i) inspecting and verifying any and all records verifying the Collateral, (ii) inspecting and copying (at Borrower's expense) any and all records pertaining thereto, and (iii) discussing the affairs, finances and business of Holdings, Borrower and their respective its Subsidiaries with any executive officer or director employee of Holdings or Borrower or with their its accountants. Borrower shall reimburse Agent Lender for the reasonable travel and related expenses of AgentLender's employees or, at AgentLender's option, of such outside accountants or examiners as may be retained by Agent Lender to verify or inspect Collateral, records or documents of Holdings Borrower up to once per year after the date of the initial Advance hereunder unless an Event of Default or a Potential Event of Default has occurred in which case Borrower on a regular basis shall reimburse Lender with respect to one or for a more special inspection inspections if Agent Lender deems the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED that prior to the occurrence of a Default or an Event of Default, Borrower shall only be liable to Agent for one such inspection during any twelve (12) month period.

Books and Records; Inspections. Holdings and Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAP. Holdings and Borrower shall provide Agent, Agent and each Lender and their respective agents access to their premises and the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or Event of Default, for the purposes of (i) inspecting and any and all records verifying the Collateral, (ii) inspecting and copying (at Borrower's ’s expense) any and all records pertaining thereto, and (iii) discussing the affairs, finances and business of Holdings, Borrower Holdings and their respective its Subsidiaries with any executive officer officer, employee or director of Holdings or and Borrower or with their accountants. In the case of Agent, Borrower shall reimburse Agent for the reasonable travel and related expenses of Agent's ’s employees or, at Agent's ’s option, of such outside accountants or examiners as may be retained by Agent to verify or inspect Collateral, records or documents of Holdings or and Borrower on a regular basis or for a special inspection if Agent deems the same appropriate. If outside examiners or accountants are used, Borrower shall also pay Agent such reasonable sum as Agent may be obligated to pay as fees therefor; PROVIDED provided that prior to the occurrence of a Default or an Event of Default, Borrower shall only be liable to Agent Lender for one such inspection during any twelve (12) twelve-month period.

Books and Records; Inspections. Borrower and Holdings shall, and they shall cause each of their respective Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAP. Holdings and Borrower shall (i) maintain books and ------------------------------ records (including computer records) pertaining to the Collateral in such detail, form and scope as is consistent with good business practice and (ii) provide Agent, each Lender TBCC and their respective its agents access to the premises of Holdings, Borrower and any of their respective Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at Borrower's expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, Borrower and their respective Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower or with their accountantsthe Auditors*. Borrower shall reimburse Agent TBCC for the reasonable travel and related expenses of AgentTBCC's employees or, at AgentTBCC's option, of such outside accountants or examiners as may be retained by Agent TBCC to verify or inspect Collateral, records or documents of Holdings or Borrower on a regular basis or for a special inspection if Agent TBCC deems the same appropriate. If TBCC's own employees are used, Borrower shall also pay therefor $600 per person per day (or such other amount as shall represent TBCC's then current standard charge for the same), or, if outside examiners or accountants are used, Borrower shall also pay Agent TBCC such reasonable sum as Agent TBCC may be obligated to pay as fees therefor; PROVIDED .** *provided that prior such on premises inspections shall be limited to the occurrence two in an consecutive 12-month period, except that (i) such Limitation shall not apply if any Event of a Default or event which, with notice or passage of time or both, would constitute an Event of Default, has occurred and is continuing, and (ii) such limit shall not apply to on premises inspections by TBCC at its own expense **Notwithstanding the foregoing, Borrower shall only not be liable obligated to Agent reimburse TBCC for one the costs of verification or inspection of Collateral under this Section 5.7 in an amount in excess of $6,000 in any calendar year (plus any out of pocket expenses incurred by TBCC), except that (i) such inspection during limitation shall not apply if any twelve (12) month periodEvent of Default or event which, with notice or passage of time or both, would constitute an Event of Default, has occurred -and is continuing.

Books and Records; Inspections. Borrower and Holdings Each Loan Party shall, and they shall cause each of their respective its Subsidiaries to, keep adequate (i) maintain books and records (including computer records and books programs) of accountaccount pertaining to the assets, liabilities and financial transactions of such Loan Party and its Subsidiaries in such detail, form and scope as is consistent with good business practice, which complete entries will be made in accordance with GAAP. Holdings shall exclude the assets, liabilities and Borrower shall financial transactions of all direct and indirect holders of Equity Interests, Subsidiaries and other Affiliates of such Loan Party and (ii) provide Agent, each the Lender Parties and their respective its agents access to the premises of Holdings, Borrower such Loan Party and any of their respective its Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at the Borrower's ’s expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, Borrower such Loan Party and their respective its Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Lender Parties all financial statements, work papers, and other information relating to such affairs, finances or business (such activities a “Field Exam”). The Borrower shall reimburse Agent the Lender Parties for the reasonable travel and related expenses of Agent's the Lender Parties’ employees or, at Agent's the Lender Parties’ option, of such outside accountants or examiners as may be retained by the Administrative Agent to verify or inspect Collateral, records or documents of Holdings or Borrower conduct Field Exams on a regular basis or for a special inspection if Agent deems the Lender Parties deem the same appropriate. If the Lender Parties’ own employees are used, the Borrower shall also pay such reasonable per diem allowance as the Lender Parties may from time to time establish, or, if outside examiners or accountants are used, the Borrower shall also pay Agent the Lender Parties such reasonable sum as Agent the Lender Parties may be obligated to pay as fees therefor; PROVIDED that prior . Administrative Agent may engage an appraiser to provide Lender Parties with appraisals or updates thereof with respect to the occurrence Loan Parties’ assets, prepared on a basis satisfactory to the Administrative Agent (“Appraisals”). The Borrower shall reimburse the Administrative Agent for the reasonable expenses of a such appraisals or updates. All such Obligations may be charged to the Loan Account or any other account of the Borrower with the Administrative Agent. The Borrower hereby authorizes the Lender Parties to communicate directly with the Auditors to disclose to the Lender Parties any and all financial information regarding any of the Loan Parties including, without limitation, matters relating to any audit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of any of the Loan Parties; provided that absent the existence of an Event of Default (a) the Lender Parties shall provide at least three (3) Business Days advance written notice to the Administrative Borrower and (b) the Lender ​ Parties shall copy or otherwise include the Borrower on any such communication. Notwithstanding anything to the contrary contained herein, absent the existence of an Event of Default, Borrower no more than three (3) Field Exams shall only be liable to Agent for one such inspection conducted during any twelve one (121) month periodcalendar year at Borrower’s expense.

Books and Records; Inspections. Each Borrower and Holdings shall, and they shall cause each of their respective its Subsidiaries to, keep adequate (i) maintain books and records (including computer records and books programs) of accountaccount pertaining to the assets, liabilities and financial transactions of such Borrower and its Subsidiaries in which complete entries will be made in accordance such detail, form and scope as is consistent with GAAP. Holdings good business practice and Borrower shall (ii) provide Agent, each the Lender and their respective its agents access to the premises of Holdings, such Borrower and any of their respective its Subsidiaries at any time and from time to time, during normal business hours and upon reasonable notice under the circumstances, and at any time on and after the occurrence and during the continuance of a Default or Event of Default, for the purposes of (iA) inspecting and any and all records verifying the Collateral, (iiB) inspecting and copying (at Borrower's the Borrowers' expense) any and all records pertaining thereto, and (iiiC) discussing the affairs, finances and business of Holdings, such Borrower and their respective its Subsidiaries with any executive officer officer, employee or director of Holdings or Borrower thereof or with their accountantsthe Auditors, all of whom are hereby authorized to disclose to the Lender all financial statements, work papers, and other information relating to such affairs, finances or business. Borrower The Borrowers shall reimburse Agent the Lender for the reasonable travel and related expenses of Agentthe Lender's employees or, at Agentthe Lender's option, of such outside accountants or examiners as may be retained by Agent the Lender to verify or inspect Collateral, records or documents of Holdings or Borrower the Borrowers and their Subsidiaries on a regular basis or for a special inspection if Agent the Lender deems the same appropriate. If the Lender's own employees are used, the Borrowers shall also pay such reasonable per diem allowance as the Lender may from time to time establish, or, if outside examiners or accountants are used, Borrower the Borrowers shall also pay Agent the Lender such reasonable sum as Agent the Lender may be obligated to pay as fees therefor; PROVIDED that prior . All such Obligations may be charged to the occurrence Loan Account or any other account of a Default the Borrowers with the Lender or an Event any of Defaultits Affiliates. Each Borrower hereby authorizes the Lender to communicate directly with the Auditors to disclose to the Lender any and all financial information regarding such Borrower including, Borrower shall only be liable without limitation, matters relating to Agent for one any audit and copies of any letters, memoranda or other correspondence related to the business, financial condition or other affairs of such inspection during any twelve (12) month periodBorrower.