Common use of Books, Records and Inspections Clause in Contracts

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company data. All such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Co-Borrowers hereby authorizes authorize such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Co-Borrowers’ expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and Co-Borrowers shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for the Administrative Agent’s inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and after and as long as an Event of Default continues the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral, all at the expense of the Administrative Agent (except as set out in this Agreement). All If an Event of Default or Default exists, all such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof thereof, after reasonable notice (or at any time without notice if an Event of Default exists), to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect inspect, after reasonable notice (or at any time without notice if an Event of Default exists) the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Partiesappraisals, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to the Loan Parties. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and the other Loan Parties only one such inspection shall not be required to reimburse Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets facilities of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to the assets of the Loan Parties. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender or the Administrative Agent Bank or any representative thereof to inspect the properties and operations of the Loan PartiesBorrower or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent Bank or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent Bank or any representative thereof), and to examine (and, at the expense of the Loan PartiesBorrower or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent Bank and its representatives to inspect the Inventory inventory and other tangible assets of the Loan PartiesBorrower or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesBorrower's servicing portfolio, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to any collateral. All such inspections or audits by the Administrative Agent during Bank shall be at the occurrence of any Borrower's expense[, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense.the

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation prior notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment and other fixed assets of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company shall not be required to reimburse the Agent for inspections, visits and the other Loan Parties only one such inspection appraisals or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereofthereof with, if no Event of Default has occurred and is continuing a representative of the Company present), and to examine and to photocopy extracts from (and, if an Event of Default has occurred and is continuing, such photocopies being at the expense of the Loan Parties, photocopy extracts from,) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to their assets. All such inspections or audits examinations by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseexaminations more frequently than once each Fiscal Year.

Books, Records and Inspections. (a) Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; , and (b) once each Fiscal Year so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, at any reasonable time and with reasonable notice (and at any time without notice after an Event of Default or an Unmatured Event of Default has occurred and is continuing), permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the offices, properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss which inspections may include discussing its financial matters with its officers and its independent auditors (and the Company Loan Parties hereby authorizes authorize such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, conduct field audits, and to inspect, audit, check and make copies of (at the expense of the Loan Parties) and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other Collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Companies' expense; provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and Companies shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and after and as long as an Event of Default continues the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral, all at the expense of the Administrative Agent (except as set out in this Agreement). All If an Event of Default or Default exists, all such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s 's expense.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment Collateral and other assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to the Collateral and their other assets. All such inspections or audits examinations by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseexaminations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any ) Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other Collateral. All such inspections or audits by the Administrative Agent during the occurrence of any Lender shall be at Borrower’s expense; provided that so long as no Default or Event of Default exists and is continuing, Borrower shall not be required to reimburse Lender for inspections or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof, provided that the Company is given an opportunity to be present at such discussion), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party of its Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party of its Subsidiaries to permit, any Lender or the Administrative Agent or any representative thereof to inspect the its properties and operations of the Loan Partiesoperations; and permit, and cause each other Loan Party of its Subsidiaries to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Partiesits expense, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party of its Subsidiaries to permit, the Administrative Agent and its representatives to inspect the Inventory Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan PartiesCompany and its Subsidiaries, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to the Collateral and their other assets, and, in each case solely for the purpose of confirming the Company’s compliance with this Agreement or evaluating the creditworthiness of the Company. All such Such inspections or audits examinations by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default described shall be at the Company’s expense. In the absence of any , provided that so long as no Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to pay and/or reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at examinations more frequently than once each Fiscal Year after the Company’s expenseClosing Date.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary at any reasonable time and with reasonable notice; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereofthereof provided that the Company is given an opportunity to participate in such discussions), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts contracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one Agent for such inspection or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation prior notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment and other fixed assets of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company shall not be required to reimburse the Agent for inspections, visits and the other Loan Parties only one such inspection appraisals or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company data. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year. The Company shall send a written notification to its auditors informing them at each time the Company engages any auditors that it is the primary intent of the Company for the auditors’ accounting services to benefit or influence the Lenders and the Administrative Agent and shall take such other Loan Parties only one such inspection or audit per calendar year shall actions as may be at requested by the Administrative Agent to permit the Administrative Agent and the Lenders to rely on Company’s expenseannual audit.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company shall not be required to reimburse the Administrative Agent for a physical appraisal more frequently than once every two Fiscal Years, and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expensea desktop appraisal more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, Keep its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any permit Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, permit at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company each Loan Party hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent permit Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during the occurrence of any Lender shall be at Borrower’s expense, provided that so long as no Default or Event of Default exists, Borrower shall not be required to reimburse Lender for inspections or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender or the Administrative Agent or any representative thereof to inspect the offices, the properties and the operations of the Loan PartiesUTi Group Companies; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company each Loan Party hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, jointly and severally, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Partieseach UTi Group Company, to perform appraisals of the equipment of the Loan Partieseach UTi Group Company, conduct field audits and to inspect, audit, check and make copies of (at the expense of the Loan Parties, jointly and severally) and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any Collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence expense of any the Loan Parties, jointly and severally; provided that so long as no Unmatured Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and the other Loan Parties shall only be required to reimburse the Administrative Agent for one such inspection or audit of each of Worldwide and each Subsidiary per calendar year shall be at the Company’s expenseyear.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits made more frequently than twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment Collateral and other assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer 1377643.07 programs, journals, orders, receipts, correspondence and other Company datadata relating to the Collateral and their other assets. All such inspections or audits examinations by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseexaminations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any ; provided, that so long as no Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; implement and maintain a cash management system reasonably acceptable to the Lender; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during Lender shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Lender for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during Lender shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be at required to reimburse the Company’s expenseLender for inspections or audits more frequently than once each Fiscal Year. In the absence of Absent any Event of Default or Unmatured Event of Default, any Unmatured Event of Default and any unforeseen circumstance, the Company Lender estimates the costs for such inspections or audits to be Fifteen Thousand and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense00/100 Dollars ($15,000.00) in each instance.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, Company photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of properties included in the Loan Parties, to perform appraisals of the equipment of the Loan PartiesBorrowing Base Pool, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to the properties included in the Borrowing Base Pool. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's EXPENSE, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during Lender shall be at the occurrence of any Borrower's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and Borrower shall not be required to reimburse the other Loan Parties only one such inspection Lender for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's expense; provided that so long as no Event of Default or Unmatured Event of Default shall have occurred and be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only continuing (i) there shall be no more than one (1) such inspection or audit per calendar year Fiscal Year and (ii) the maximum expense for which the Company shall be at the Company’s expenseresponsible shall be $25,000.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Borrower’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and Borrower shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company each Borrower hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during Lender shall be at the occurrence of any Borrowers’ expense, provided that so long as no Event of Default or Unmatured Event of Default exists, such inspections or audits shall only be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company conducted during normal business hours and the other Loan Parties only one such inspection Borrowers shall not be required to reimburse the Lender for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation prior notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment and other fixed assets of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Agent for appraisals or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAPGAAP (except as set forth in Section 15.4); permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesParties upon reasonable notice and at a reasonable time; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent or any Lender and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year Co-Lead Arranger shall be at the Company’s expense.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Agent for appraisals more frequently than twice each calendar year or audit for more than $10,000.00 per calendar year shall be at year, with the Company’s expensepre-Closing Date inspection not counting against such limit for the current calender year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; implement and maintain a cash management system reasonably acceptable to Agent; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by Agent shall be at the Administrative Agent during the occurrence of any Company’s expense, provided that (i) so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse Agent for inspections or audits more frequently than once each Fiscal Year, and (ii) without limiting Agent’s rights under clause (i) of this Section 10.2, Agent may at the Company’s expense. In the absence expense not later than September 30, 2008 conduct such audit or inspection in respect of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense(and the applicable Loan Party’s) leasing portfolio and reasonably related operations.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, Keep its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permitpermit any Bank, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the each Loan PartiesParty; and permit, and cause each other Loan Party to permit, permit at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or Bank, the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company each Loan Party hereby authorizes such independent auditors to discuss such financial matters with any Lender or Bank, the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, permit the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the each Loan PartiesParty, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Loan Parties’ expense, and at such times and in such frequency as the Agent may in its reasonable discretion determine; provided that so long as (i) no Event of Default or Unmatured Event of Default shall be exists and (ii) such inspection is not at the Company’s expense. In request of a Bank becoming a party to this Agreement after the absence Closing Date, the Loan Parties shall not be charged for the costs of any Event of Default such inspections or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expenseaudits more than once annually.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Loan Parties’ expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and the other Loan Parties only one such inspection shall not be required to reimburse the Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment Collateral and other assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to the Collateral and their other assets. All such inspections or audits examinations by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to 1240807.08 reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseexaminations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; maintain, and cause each other Loan Party to maintain, such books and records in material conformity with all applicable requirements of any governmental agency or authority having regulatory jurisdiction over the Loan Parties; permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrowers hereby authorizes authorize such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment and real estate of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Borrowers’ expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and Borrowers shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other ------------------------------ Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent and Citibank or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent and Citibank or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and and, following an Event of Default, its independent auditors (and the Company Loan Parties hereby authorizes authorize such independent auditors to discuss such financial matters with any Lender or the Administrative Agent and Citibank or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and Citibank and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to the assets of each Loan Party. All such inspections or audits by the Administrative Agent during and Citibank shall be at the occurrence of any Loan Parties' expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and the other Loan Parties only one such inspection shall not be required to reimburse the Administrative Agent or audit per calendar year shall be at Citibank for inspections or audits more frequently than twice each Fiscal Year in the Company’s expenseaggregate.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company data. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year. The Company shall send a written notification to its auditors informing them at each time the Company engages any auditors that it is the primary intent of the Company for the auditors' accounting services to benefit or influence the Lenders and the Administrative Agent and shall take such other Loan Parties only one such inspection or audit per calendar year shall actions as may be at requested by the Administrative Agent to permit the Administrative Agent and the Lenders to rely on Company’s expense's annual audit.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any Lender (so long as such Lender’s visit or inspection is made concurrently with Administrative Agent) or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any Lender (so long as such Lender’s visit or inspection is made concurrently with Administrative Agent) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In ; provided that following the absence of any Closing Date and so long as no Event of Default or Unmatured Event of Defaulthas occurred and is continuing, the Company Borrower shall only be required to reimburse the Administrative Agent for the cost of (1) two inspections in any Fiscal Year and the other Loan Parties only (ii) one such inspection or audit per calendar year shall be at the Company’s expenseappraisal in any Fiscal year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections inspections, appraisals, or audits by the Administrative Agent during shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Agent for appraisals more frequently than twice each calendar year or audit for more than $10,000.00 per calendar year shall be at the Company’s expenseyear.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company's expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Agent for appraisals more frequently than once each Fiscal Year or audit per calendar year shall be at the Company’s expensefor field audits more frequently than twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesParties and LSV; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each of the Company and LSV hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesParties or LSV, as appropriate, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesParties and LSV, to perform appraisals of the equipment of the Loan PartiesParties and LSV, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseaudits more frequently than twice during any consecutive twelve month period.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and after and as long as an Event of Default continues the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect and/or audit the Inventory and other tangible assets Accounts of the Loan Parties, Parties at a cost to perform appraisals of the equipment of the Loan Parties, Parties of not more than $50,000 per annum (subject to the final sentence of this Section 10.2) and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory and Accounts, all at the expense of the Administrative Agent (except as set out in this Agreement). All If an Event of Default or Default exists, all such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense.” 8. Section 10.3(b) of the Credit Agreement is hereby amended in its entirety to be and read as follows:

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event exists and Lender declares all of Default existsthe Loans to be immediately due and payable), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent Lender and its representatives to inspect the Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent during the occurrence of any Event of Default or Unmatured Event of Default Lender shall be at the Company’s expense. In , provided, however, that absent the absence existence of any Event of Default or Unmatured an Event of Default, the Company and the other Loan Parties only one such inspection audits or audit inspections shall occur no more frequently than two times per calendar year and the cost to the Company shall be at the Company’s expensenot exceed $2,500 per audit or inspection.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; implement and maintain a cash management system reasonably acceptable to Agent; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by Agent shall be at the Administrative Agent during the occurrence of any Company’s expense, provided that (i) so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse Agent for inspections or audits more frequently than once each Fiscal Year, and (ii) without limiting Agent’s rights under clause (i) of this Section 10.2, Agent may at the Company’s expense. In the absence expense not later than October 31, 2010 conduct such audit or inspection in respect of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only one such inspection or audit per calendar year shall be at the Company’s expense(and the applicable Loan Party’s) leasing portfolio and reasonably related operations.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to their assets. All such inspections or audits examinations by the Administrative Agent during shall be at the occurrence of any Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default shall be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Defaultexists, the Company and shall not be required to reimburse the other Loan Parties only one such inspection Administrative Agent for inspections or audit per calendar year shall be at the Company’s expenseexaminations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time, time and with reasonable notice, and without undue disruption to the Company’s or such other Loan Party’s business operation notice (or at any time without notice if an Event of Default or Unmatured Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform perform, after the occurrence and during the continuation of any Event of Default, appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other Company datadata relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent during shall be at the occurrence of any Company’s expense; provided that so long as no Event of Default or Unmatured Event of Default shall have occurred and be at the Company’s expense. In the absence of any Event of Default or Unmatured Event of Default, the Company and the other Loan Parties only continuing (i) there shall be no more than one (1) such inspection or audit per calendar year Fiscal Year and (ii) the maximum expense for which the Company shall be at the Company’s expenseresponsible shall be $25,000.