Common use of Books, Records and Access Clause in Contracts

Books, Records and Access. Holdings, the Company and each of its Restricted Subsidiaries shall keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). To the extent reasonably required in connection with any resale of the Notes and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and any Noteholder that (i) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted Subsidiaries, permit each Purchaser and such Noteholder to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish such Purchaser and Noteholder with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser or Noteholder may from time to time reasonably request. Any such visits will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged status.

Books, Records and Access. Holdings, the Company PlayCore Wisconsin and each of its Restricted their respective Subsidiaries shall keep complete and accurate adequate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). To Holdings and its Subsidiaries or PlayCore Wisconsin and its Subsidiaries, as the extent reasonably required case may be, will provide reasonable opportunities to GS Mezzanine to consult with and advise management of Holdings or PlayCore Wisconsin, as the case may be, on significant business issues, including management's proposed annual operating plans. Holdings and PlayCore Wisconsin each agree to give due consideration to the advice given and any proposals made by GS Mezzanine. Subject to the next succeeding sentence, Holdings shall, and shall cause its Subsidiaries to, permit representatives of any Purchaser upon reasonable notice (at the expense of such Purchaser unless there is an occurrence and continuance of a Default or an Event of Default, in connection with which case, at the expense of Holdings) to visit and inspect any resale of the Notes properties of Holdings and its Subsidiaries and examine and make copies from any of its or its Subsidiaries' books and records at any reasonable time and as often as may reasonably be requested upon reasonable notice, and to discuss the business, affairs, operations, properties and financial and other conditions of Holdings and its Subsidiaries with officers and employees thereof and with their independent public accountants (and by this provision, Holdings authorizes such accountants to discuss with any Purchaser or its representative the Company shallbusiness, affairs, operations, properties, financial and accounts of Holdings and its Subsidiaries). The rights afforded to any Purchaser in the Company shall cause its Restricted Subsidiaries to, subject immediately preceding sentence will be afforded to compliance with Applicable Laws and confidentiality obligations to third parties, give each the Purchaser or any other Holder who is an Institutional Investor so long as such Purchaser and any Noteholder that (i) holds not less than 10its Affiliates or such Holder and its Affiliates, as the case may be, hold at least 40% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted Subsidiaries, permit each Purchaser and such Noteholder to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish such Purchaser and Noteholder with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser or Noteholder may from time to time reasonably request. Any such visits will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statustime Outstanding.

Books, Records and Access. HoldingsBorrower will maintain, the Company and cause each of its Restricted Subsidiaries shall keep to maintain, complete and accurate books and records (including but not limited to records relating to its respective Accounts Receivable, Inventory, and other assets), in which full and correct entries in conformity with GAAP shall be made of their all dealings and transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment relation to its respective business and maintenance of appropriate reserves)activities. To the extent reasonably required in connection with any resale of the Notes and upon reasonable notice, Holdings and the Company shallBorrower will cause, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and any Noteholder that (i) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries to cause, its books and their authorized representatives provided such representatives agree records as at the end of any calendar month to be bound posted and closed not more than fifteen (15) days after the last business day of such month. Subject to the last sentence of this Section, Borrower will (a) permit, and cause each of its Restricted Subsidiaries to permit, access by the provisions Agent or any Lender (accompanying the Agent) and its agents or employees to Borrower's and its Restricted Subsidiaries' books and records and its respective place or places of business at intervals to be reasonably determined by the Agent and without hindrance or delay, (b) permit, and cause each of its Restricted Subsidiaries to permit, the Agent or any Lender or its agents and employees to (1) inspect and perform appraisals of its respective Inventory, and fixed assets and (2) inspect, audit, check and make copies and/or extracts from any books, records, computer data and records, computer programs, journals, orders, receipts, correspondence and other data relating to its Inventory, Accounts Receivable, and any other Collateral, or relating to any other transactions between the parties hereto. The Borrower will permit, and cause each of its Restricted Subsidiaries to permit, the Agent or any Lender to discuss Borrower's or such Subsidiary's financial matters with its officers and independent public accountant (and Borrower, for itself and each of its Subsidiaries, hereby authorizes such independent public accountant to discuss such financial matters with the Agent or any Lender or its representatives whether or not any representative of the Borrower or such Subsidiary is present). As long as no Event of Default or Unmatured Event of Default has occurred and is continuing, (a) the inspections and audits described in the third sentence of this Section 15.14 hereofshall be limited to not more frequently than once every six months, (b) reasonable access the Agent shall give advance notice of any intent to visit a premises, and all such visits shall be during normal business hours and made in such a way as to all contracts, books, records, personnel, offices and other facilities and properties interfere as little as possible with the conduct of Holdings, the Company and Borrower's or its Restricted Subsidiaries, permit each Purchaser ' businesses. The Borrower agrees that all such inspections and/or audits and such Noteholder to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish such Purchaser and Noteholder with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser or Noteholder may from time to time reasonably request. Any such visits will appraisals shall be at the expense Borrower's expense; provided, however, that as long as no Event of such Purchaser Default or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business Unmatured Event of HoldingsDefault has occurred which is continuing, the Company Borrower shall not be required to reimburse the Agent or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge Lender for expenses incurred in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statusconnection with Collateral field audits conducted more frequently than once every six months.

Books, Records and Access. Holdings, the The Company and each of its Restricted Subsidiaries shall ------------------------- will keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). To the extent reasonably required in connection with any resale of the Notes and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and (and, any Noteholder that (isales or placement agent or underwriter participating in such resale) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted SubsidiariesSubsidiaries and their legal advisors, accountants and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the accountants' work papers, permit each Purchaser (and any such Noteholder sales or placement agent or underwriter) to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish each Purchaser (and any such Purchaser and Noteholder sales or placement agent or underwriter) with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser (and any such sales or Noteholder placement agent or underwriter) may from time to time reasonably request; provided, however, that no investigation or information furnished pursuant to this Section 7.04 shall affect any representations or warranties made by the Company herein or the conditions to the obligations of the Purchasers to consummate the transactions contemplated hereby. Any such visits will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statusPurchaser.

Books, Records and Access. Holdings, the The Company and each of its Restricted Subsidiaries shall keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). To the extent reasonably required in connection with any resale of the Notes Notes, and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and any Noteholder Holder that (i) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor Competitor of the Company or any of its Restricted Subsidiaries in any material respect, (and, in each case, any sales or placement agent or underwriter participating in such resale) and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted SubsidiariesSubsidiaries and their legal advisors, accountants and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the accountants’ work papers, permit each Purchaser and such Noteholder Holder (and any such sales or placement agent or underwriter) to make such copies and inspections thereof as such Purchaser or Noteholder such Holder may reasonably request and furnish such each Purchaser and Noteholder such Holder (and any such sales or placement agent or underwriter) with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser or Noteholder such Holder (and any such sales or placement agent or underwriter) may from time to time reasonably request. Any such visits will be at the expense of such Purchaser or Noteholdersuch Holder. Each such Purchaser and Noteholder Holder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted enter into a confidentiality agreement concerning the subject matter described in a manner that minimizes interference this Section 7.05 with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject in form and substance reasonably acceptable to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statuseach party thereto.

Books, Records and Access. HoldingsMaintain, the Company and cause each of its Restricted Subsidiaries shall keep Designated Subsidiary to maintain, complete and accurate books and records (including but not limited to records relating to Accounts Receivable, Inventory, and other Collateral and property), in which full and correct entries in conformity with GAAP shall be made of their all dealings and transactions in accordance with good accounting practices on relation to its respective business and activities. Cause the basis books and records of GAAP applied on a consistent basis each Borrower and each Designated Subsidiary as at the end of any calendar month to be posted and closed not more than thirty (including 30) days after the establishment and maintenance last business day of appropriate reserves). To the extent reasonably required in connection with any resale of the Notes and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and any Noteholder that such month except (i) holds not less than 10% in aggregate principal amount forty-five (45) days after the end of the then outstanding Notes each month closing a fiscal quarter and (ii) is not ninety (90) days after the end of each month closing a competitor fiscal year. Permit, and cause each Designated Subsidiary to permit, access by Administrative Agent and its agents and employees to the books and records of the Company such Borrower and such Designated Subsidiary at such Borrower's or any such Designated Subsidiary's place or places of its Restricted Subsidiaries and their authorized representatives provided such representatives agree business at intervals to be bound determined by the provisions of Section 15.14 hereof) Administrative Agent upon reasonable access prior notice and during normal business hours and without hindrance or delay, and permit and cause each Designated Subsidiary to all contractspermit Administrative Agent and its agents and employees to inspect the books and records and location of such Designated Subsidiary, as applicable, and to inspect, audit, check and make copies and/or extracts from the books, records, personnelcomputer data and records, offices computer programs, journals, orders, receipts, correspondence and other facilities data relating to Inventory, Accounts Receivable, and, any other Collateral and properties of Holdingsproperty, or relating to any other transactions between the Company and its Restricted Subsidiariesparties hereto; provided, that each Borrower shall permit each Purchaser Agent, each Lender and their respective agents and employees to accompany Administrative Agent on each such Noteholder visit; and provided further, that after the occurrence of an Event of Default, Agents and Lenders may have access to make such copies and inspections thereof premises at such times as such Purchaser or Noteholder may reasonably request and furnish such Purchaser and Noteholder with such financial and operating data and other information with respect to the business and properties of Holdingsthey desire, the Company and its Restricted Subsidiaries as such Purchaser or Noteholder may from time to time reasonably requestwithout having given prior notice. Any such visits will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits appraisals and/or audits by Administrative Agent and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company its agents and employees relating to either Borrower's or any such Restricted Designated Subsidiary. All such information obtained during any such inspection, visit or examination 's books and records and locations shall be treated as confidential information subject at Borrowers' joint and several expense, no matter when the same shall occur. Administrative Agent may direct the applicable Funding Agent to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of advance such information to acknowledge in writing the applicability of Section 15.14 costs for which a Borrower is responsible to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law Borrower as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statusRevolving Loan.

Books, Records and Access. Holdings, the Company and each of its Restricted Subsidiaries shall keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). To the extent reasonably required in connection with any resale of the Notes and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and any Noteholder that (i) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries and their authorized representatives (provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted Subsidiaries, permit each Purchaser and such Noteholder to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish such Purchaser and Noteholder with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser or Noteholder may from time to time reasonably request. Any such visits will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged status.

Books, Records and Access. HoldingsThe Company, both with respect to itself and with respect to the Company and its Subsidiaries on a consolidated basis, and each of its Restricted Subsidiaries Subsidiary shall keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves); PROVIDED that with respect to any Foreign Subsidiary, the immediately preceding reference to GAAP shall be deemed to be to generally accepted accounting principles in effect in such Foreign Subsidiary's jurisdiction. To the extent reasonably required in connection with any resale of any of the Notes Securities and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws Laws, the execution of a confidentiality agreement substantially in the form set forth in EXHIBIT M or as otherwise mutually acceptable to the Company and each such Noteholder and confidentiality obligations to third parties, give each Purchaser and any Noteholder that (i) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries in any material respect (and, in each case, any sales or placement agent or underwriter participating in such resale) and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted SubsidiariesSubsidiaries and their legal advisors, accountants and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the accountants' work papers, permit each Purchaser and such Noteholder (and any such sales or placement agent or underwriter) to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish such Purchaser Noteholder (and Noteholder any such sales or placement agent or underwriter) with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser Noteholder (and any such sales or Noteholder placement agent or underwriter) may from time to time reasonably request. Any such visits will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged status.

Books, Records and Access. HoldingsThe Company, both with respect to itself and with respect to the Company and its Subsidiaries on a consolidated basis, and each of its Restricted Subsidiaries Subsidiary shall keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves); provided that with respect to any Foreign Subsidiary, the immediately preceding reference to GAAP shall be deemed to be to generally accepted accounting principles in effect in such Foreign Subsidiary’s jurisdiction. To the extent reasonably required in connection with any resale of any of the Notes Purchased Securities and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws Laws, execute, and each Series A Noteholder seeking to sell or transfer the Purchased Securities shall execute a confidentiality obligations agreement substantially in the form set forth in Exhibit L or as otherwise mutually acceptable to third parties, give the Company and the Agent. The Company and each Purchaser and any of its Subsidiaries shall provide each Series A Noteholder that (i) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries in any material respect (and, in each case, any sales or placement agent or underwriter participating in such resale) and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted SubsidiariesSubsidiaries and their legal advisors, accountants and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the accountants’ work papers, permit each Purchaser Series A Noteholder (and any such Noteholder sales or placement agent or underwriter) to make such copies and inspections thereof as such Purchaser or Series A Noteholder may reasonably request and furnish such Purchaser Series A Noteholder (and Noteholder any such sales or placement agent or underwriter) with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser Series A Noteholder (and any such sales or Noteholder placement agent or underwriter) may from time to time reasonably request. Any such visits will be at the expense of such Purchaser or Series A Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged status.

Books, Records and Access. Holdings, the The Company and each of its Restricted Subsidiaries shall will keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). To the extent reasonably required in connection The Company and its Subsidiaries will provide reasonable opportunities to GS Mezzanine to consult with any resale and advise management of the Notes Company on significant business issues, including management’s proposed annual operating plans. The Company agrees to give due consideration to the advice given and any proposals made by GS Mezzanine. Subject to the next succeeding sentence, the Company will, and will cause its Subsidiaries to, permit representatives of any Purchaser upon reasonable notice (at the expense of such Purchaser unless there is an occurrence and continuance of a Default or an Event of Default, in which case, at the expense of the Company) to visit and inspect any of the properties of the Company and its Restricted Subsidiaries and examine and make copies from any of its or its Restricted Subsidiaries’ books and records at any reasonable time and as often as may reasonably be requested upon reasonable notice, Holdings and to discuss the business, affairs, operations, properties and financial and other conditions of the Company shall, and the Company shall cause its Restricted Subsidiaries towith officers and employees thereof and with their independent public accountants (and by this provision, subject the Company authorizes such accountants to compliance discuss with Applicable Laws any Purchaser or its representative the business, affairs, operations, properties, financial and confidentiality obligations accounts of the Company and its Restricted Subsidiaries). The rights afforded to third parties, give each any Purchaser in the immediately preceding sentence will be afforded to the Purchaser or any other Holder who is an Institutional Investor so long as such Purchaser and any Noteholder that (i) holds not less than 10its Affiliates or such Holder and its Affiliates, as the case may be, hold at least 25% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted Subsidiaries, permit each Purchaser and such Noteholder to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish such Purchaser and Noteholder with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser or Noteholder may from time to time reasonably request. Any such visits will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statustime Outstanding.

Books, Records and Access. Holdings, the The Company and each of its Restricted Subsidiaries shall will keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). The Company, DFG and its Subsidiaries will provide reasonable opportunities to the Purchasers (so long as the Purchasers and their Affiliates own any Notes, Subordinated Notes and/or Holdings Note Shares), to consult with and advise management of the Company, DFG or any of its Subsidiaries, as the case may be, on significant business issues, including management’s proposed annual operating plans. The Company, DFG and its Subsidiaries each agrees to give due consideration to the advice given and any proposals made by the Purchasers. To the extent reasonably required in connection with any resale of the Notes and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and any Noteholder that (isales or placement agent or underwriter participating in such resale) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted SubsidiariesSubsidiaries and their legal advisors, accountants and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the accountants’ work papers, permit each Purchaser (and any such Noteholder sales or placement agent or any underwriter) to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish each Purchaser (and any such Purchaser and Noteholder sales or placement agent or underwriter) with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser (and any such sales or Noteholder placement agent or underwriter) may from time to time reasonably request; provided, however, that no investigation or information furnished pursuant to this Section 7.4 shall affect any representations or warranties made by the Company herein or the conditions to the obligations of the Purchasers to consummate the transactions contemplated hereby. Any such visits visit will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statusPurchaser.

Books, Records and Access. Holdings, the The Company and each of its Restricted Subsidiaries shall will keep complete and accurate books and records of their transactions in accordance with good accounting practices on the basis of GAAP applied on a consistent basis (including the establishment and maintenance of appropriate reserves). The Company, DFG and its Subsidiaries will provide reasonable opportunities to the Purchasers (so long as the Purchasers and their Affiliates own any Notes, Company Senior Notes and/or Holdings Note Shares), to consult with and advise management of the Company, DFG or any of its Subsidiaries, as the case may be, on significant business issues, including management’s proposed annual operating plans. The Company, DFG and its Subsidiaries each agrees to give due consideration to the advice given and any proposals made by the Purchasers. To the extent reasonably required in connection with any resale of the Notes and upon reasonable notice, Holdings and the Company shall, and the Company shall cause its Restricted Subsidiaries to, subject to compliance with Applicable Laws and confidentiality obligations to third parties, give each Purchaser and any Noteholder that (isales or placement agent or underwriter participating in such resale) holds not less than 10% in aggregate principal amount of the then outstanding Notes and (ii) is not a competitor of the Company or any of its Restricted Subsidiaries and their authorized representatives provided such representatives agree to be bound by the provisions of Section 15.14 hereof) reasonable access during normal business hours to all contracts, books, records, personnel, offices and other facilities and properties of Holdings, the Company and its Restricted SubsidiariesSubsidiaries and their legal advisors, accountants and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the accountants’ work papers, permit each Purchaser (and any such Noteholder sales or placement agent or any underwriter) to make such copies and inspections thereof as such Purchaser or Noteholder may reasonably request and furnish each Purchaser (and any such Purchaser and Noteholder sales or placement agent or underwriter) with such financial and operating data and other information with respect to the business and properties of Holdings, the Company and its Restricted Subsidiaries as such Purchaser (and any such sales or Noteholder placement agent or underwriter) may from time to time reasonably request; provided, however, that no investigation or information furnished pursuant to this Section 7.4 shall affect any representations or warranties made by the Company herein or the conditions to the obligations of the Purchasers to consummate the transactions contemplated hereby. Any such visits visit will be at the expense of such Purchaser or Noteholder. Each such Purchaser and Noteholder agrees to use its best efforts to ensure that all such inspections, visits and examinations be conducted in a manner that minimizes interference with the business of Holdings, the Company or any such Restricted Subsidiary. All such information obtained during any such inspection, visit or examination shall be treated as confidential information subject to Section 15.14 hereof and Holdings or the Company, as applicable, may require the recipient of such information to acknowledge in writing the applicability of Section 15.14 to such information. Notwithstanding any provision in this Agreement to the contrary, none of Holdings, the Company nor any Subsidiary shall be obligated to provide to any Person any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged and the disclosure of such privileged information -43- would, in the good faith judgment of Holdings or the Company (based on the advise of counsel), constitute a waiver of such privileged statusPurchaser.