Common use of Inspection and Audits Clause in Contracts

Inspection and Audits. Borrower shall permit Agent and Lenders, or any Persons designated by Agent, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faith. Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of Borrower with any officers, employees or directors of Borrower, and, to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent all reasonable and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d), and all of such costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersAdministrative Agent, or any Persons designated by Agentit, to call at each Borrower’s places place of business at any reasonable times and during business hours, upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)notice, and, without hindrance or delay, to inspect the Collateral and the other assets of the Borrowers and to inspect, audit, check and make extracts from each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning each Borrower’s business as Administrative Agent may consider reasonable under the circumstances; provided provided, that absent the existence of unless an Event of DefaultDefault has occurred and is continuing, no more than two (2) inspections shall occur in any Fiscal Year. The costs of any such inspection for which the Borrowers shall be required to reimburse Administrative Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times exceed $25,000 per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretioninspection. Each Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Administrative Agent shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify with any Borrower the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Administrative Agent and Lenders its agents to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of each Borrower with such Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Administrative Agent or any Lender or to Borrower’s the Borrowers’ independent public accountants, so long as the Borrowers are given a reasonable opportunity to be present for any such discussions. Borrower The Borrowers shall pay to Administrative Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Administrative Agent in the exercise of its rights under this Section 12(d)12.4, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand demand, and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Any Lender may accompany Administrative Agent shall provide invoice for on any such fees, costs, expenses and charges of Persons other than Agent audit or Lenders to Borrower promptly after receipt thereof from such Personsinspection at its own cost.

Inspection and Audits. Borrower Each Obligor shall permit Agent and LendersAgent, or any Persons designated by Agentit, to call at Borrower’s such Obligor's places of business at any reasonable times and upon reasonable prior written notice time during normal business hours (provided that no notice shall be required after the occurrence of occurrence, and during the continuance continuance, of an Event of Default, such inspections may take place at any time), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s such Obligor's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s such Obligor's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s such Obligor's business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Each Obligor shall furnish to Agent such information relevant to Agent’s and/or any 's or Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Agent's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s such Obligor's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Borrower Each Obligor authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower such Obligor with any officers, employees or directors of Borrowersuch Obligor or with its Parent or the officers, andemployees or directors of its Parent, and to discuss the financial condition of Borrower such Obligor with Borrower’s such Obligor's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Obligors' independent public accountants. Borrower Borrowers shall pay to Agent all reasonable customary fees (currently $750 per person per day) and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent or Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)normal business hours and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail or otherwise, provided that, prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower's name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s 's independent public accountants; provided that Borrower , which shall be informed attended by a representative of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussionBorrower. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($850.00) per person, per day) and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent ; PROVIDED, HOWEVER, that so long as no Event of Default has occurred, Borrower shall provide invoice not pay for such feesmore than four (4) audits in any Fiscal Year, costsexcept for (i) a one-time spot check within 60 days of the Closing Date, expenses and charges or (ii) any audits of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsa Target in connection with a proposed Acquisition.

Inspection and Audits. Borrower Each Loan Party shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrowervisit each Loan Party’s places of business at any reasonable times and time during normal business hours upon reasonable prior written no less than three (3) Business Day advance notice to the Representative (provided that no notice shall be required after the occurrence of and during the continuance of unless an Event of DefaultDefault has occurred and is continuing, in which case advance notice is not required), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrowereach Loan Party’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrowereach Loan Party’s business, the Collateral or any transactions between the parties hereto, and Lender shall have the right to make such verification concerning Borrowereach Loan Party’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Defaultcircumstances (collectively, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion“Field Examinations”). Borrower Each Loan Party shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Borrower Each Loan Party shall permit Lender, or such Persons designated by Lender, to obtain appraisals of the Collateral of such Loan Party at any time and from time to time. Each Loan Party authorizes Agent Lender and Lenders its agents to discuss the affairs, finances and business of Borrower such Loan Party with any officers, employees or directors of Borrowersuch Loan Party, and, and to discuss the financial condition of Borrower each Loan Party with Borrowersuch Loan Party’s independent public accountants; provided that Borrower Lender shall be informed of such discussion and provide an opportunity for an officer of Borrower shall the Representative to be provided the opportunity to participate in present at such discussionmeeting. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Loan Parties’ independent public accountants. Borrower Loan Parties shall pay to Agent Lender all reasonable customary fees and documented all costs and all reasonable, out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, at the option of Lender, shall bear interest at the highest rate Default Rate then applicable to Base Rate Revolving Loans hereunder. Agent ; provided that, so long as no Default or Event of Default exists, Borrowers shall provide invoice not be required to reimburse Lender for (a) more than three (3) Field Examinations during any Fiscal Year, (b) more than one (1) appraisal of Inventory during any Fiscal Year and (c) appraisals of the Mortgaged Properties unless Lender is lending on such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such PersonsCollateral.

Inspection and Audits. Borrower shall permit permit, and shall cause each of it Subsidiaries to permit, Administrative Agent and Lenders, or any Persons designated by Administrative Agent, to call at Borrower’s places of business at any reasonable times and upon times, with reasonable prior written notice (provided that to Borrower so long as no notice shall be required after the occurrence of and during the continuance of an Event of Default)Default is then continuing, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s the books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s and its Subsidiaries’ business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Administrative Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish furnish, and shall cause each of its Subsidiaries to furnish, to Administrative Agent such information relevant to Administrative Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Administrative Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerAdministrative Agent’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Borrower authorizes and shall cause each Subsidiary to authorize, Administrative Agent and Lenders to discuss the affairs, finances and business of Borrower and its Subsidiaries with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower and its Subsidiaries with Borrower’s independent public accountants; provided , provided, that Borrower shall be informed of such discussion and given a reasonable opportunity to have an officer of Borrower shall be provided the opportunity to participate in present at any such discussionmeeting. Any such discussions shall be without liability to Administrative Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Administrative Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Administrative Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent ; provided, that such fees and expenses shall provide invoice for such fees, costs, expenses and charges not exceed Twelve Thousand Five Hundred Dollars ($12,500) during any calendar year unless an Event of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such PersonsDefault has occurred.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentrepresentatives of Lender, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that during normal business hours and, so long as no notice shall be required after the occurrence of and during the continuance of an Event of Default)Default has occurred and is continuing, a prior appointment, and, without unreasonable hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent Lender all reasonable customary fees (currently $750 per person per day) and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s places of during normal business at any reasonable times hours and upon reasonable prior written notice (provided that prior to the occurrence of an Event of Default and at any time and with no prior notice shall be required at any time after the occurrence of and during the continuance of an Event of Default), at Borrower's and/or any Guarantor's places of business, and, without hindrance or delay, to examine or inspect the Collateral and to examine, inspect, audit, check and make extracts from Borrower’s the books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s businessthe business of Borrower and/or any Guarantor, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's and/or any Guarantor's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentFollowing the occurrence of an Event of Default, Lender, through its officers, employees or agents shall have the right, at any time and from time to time time, in the name of Lender, Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)any Guarantor or otherwise, to verify the validity, amount or any other matter relating to any of Borrower’s 's or Guarantor's Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower (and any Guarantor) with any officers, employees or directors of BorrowerBorrower or any Guarantor, and, and to discuss the financial condition of Borrower (and any Guarantor) with Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions with the accountants shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender, upon demand, all fees reasonably incurred by Lender in connection with any field audit or inspection of Borrower or any Guarantor, their respective businesses and/or the Collateral, plus all reasonable and documented out-of-pocket fees and costs and expenses incurred by Agent Lender and each auditor (including without limitation, air fare, meals and lodging) in the exercise of its rights under this Section 12(d), and all conduct of such costs an audit; provided, however, that prior to the occurrence of an Event of Default Borrower and expenses shall constitute Liabilities hereunder, the Guarantors shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable liable to Revolving Loans hereunderpay for only one (1) such field audit or inspection in any twelve (12) month period). Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.(e)

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in such Borrower's name. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. AgentLender, through its officers, employees or agents shall have the right, at any reasonable time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in Borrower’s name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section subsection 12(d), and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent ; provided, that, prior to the occurrence and continuance of an Event of Default, the maximum amount Borrower shall provide invoice for such feesbe required to pay Lender with respect to the foregoing shall be Thirty Thousand and No/100 Dollars ($30,000.00) per Fiscal Year of Borrower, costs, plus all costs and out-of-pocket expenses and charges incurred by Lender in the exercise of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsits rights under this subsection 12(d).

Inspection and Audits. Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)normal business hours and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise, provided that, prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower’s name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower , which shall be informed attended by a representative of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussionBorrower. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($850.00) per person, per day) and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Term Loans hereunder. Agent ; provided, however, that so long as no Event of Default has occurred, Borrower shall provide invoice not pay for such feesmore than four (4) audits in any Fiscal Year, costs, expenses and charges except for any audits of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsa Target in connection with a proposed Acquisition.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, upon reasonable advance notice to such Borrower if no Default Period then exists, to call at such Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerXxxxxx’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in such Borrower’s name. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with Borrowersuch Xxxxxxxx’s independent public accountants; accountants (provided that that, a representative of such Borrower shall be informed of such discussion and an officer of Borrower shall be provided have been afforded the opportunity to participate in be present for such discussion) upon reasonable advance notice to such Borrower and at reasonable times during business hours not more frequently than once per Fiscal Year (provided that such annual limitation shall not apply during a Default Period). Any such discussions shall be without liability to Agent or any Lender or to the applicable Borrower’s independent public accountants. Borrower For each inspection or audit conducted by Xxxxxx xxxxxxxxx, Borrowers shall pay to Agent Lender (a) fees at Lender’s then-current per diem rate, plus (b) all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent in Xxxxxx; provided, however, that, notwithstanding the exercise of its rights under this Section 12(d)foregoing or anything else contained herein, and all of while no Default Period exists Borrowers shall have no obligation to pay for 63 more than two field exams or audits per calendar year or more than two Inventory appraisals per calendar year. All such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s places of business upon reasonable notice, at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay by Borrowers, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in such Borrower’s name. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity . Subject to participate in such discussion. Any Section 16.07, any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower For each inspection or audit conducted by Lender hereunder, Borrowers shall pay to Agent Lender (a) fees at Lender’s then-current per diem rate, plus (b) all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)Lender. All such fees, and all of such costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at each Borrower’s places place of business at any reasonable times and during business hours, upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)notice, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning each Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided provided, that absent the existence of unless an Event of DefaultDefault has occurred and is continuing, Agent and Lenders no more than two (2) inspections shall occur in any Fiscal Year. The costs of any such inspection for which the Borrowers shall be required to reimburse Lender shall not conduct such inspections, audits or checks in excess of three (3) times exceed $10,000 per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretioninspection. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify with any Borrower the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Agent Lender and Lenders its agents to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of each Borrower with such Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s the Borrowers’ independent public accountants, so long as the Borrowers Table of Contents are given a reasonable opportunity to be present for any such discussions. Borrower The Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)12.4, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand demand, and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersAdministrative Agent, or any Persons designated by Agentit, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral Collateral, the VGTs, the Redemption Machines or the VGT Operating Contracts, and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Administrative Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Administrative Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Borrower authorizes Administrative Agent and Lenders its agents to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, employees or directors of its Parent or any Affiliate, and, so long as Borrower is given an opportunity to participate in all such discussions, to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Administrative Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Administrative Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Administrative Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Any Lender may accompany Administrative Agent shall provide invoice for on any such fees, costs, expenses and charges of Persons other than Agent audit or Lenders to Borrower promptly after receipt thereof from such Personsinspection at its own cost.

Inspection and Audits. Borrower Parent and the Borrowers shall permit Agent and LendersAgent, or any Persons Person designated by Agent, to call at Borrower’s any of the respective places of business of Parent and Borrowers, upon reasonable notice and at any reasonable times times, and, without hindrance or delay, but without undue disruption to the Parent's and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)Borrowers' business, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s any books, records, journals, orders, receipts and any correspondence of Parent or any Borrower and other data relating to Parent's or any Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Parent's or any Borrower’s 's business as Agent may consider commercially reasonable under the circumstances; provided that absent . Parent and the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Borrowers shall furnish to Agent such information relevant to Agent’s 's and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request. Notwithstanding whether the Parent and Borrowers are required to deliver Monthly Desktop Appraisals or Quarterly Appraisals pursuant to SUBSECTIONS 9(B) or 9(C) hereto, Agent hereby expressly reserves the right to require such appraisals be delivered from time to time upon the Agent's reasonable request in its sole discretion determined in good faithpursuant to this SUBSECTION 12(D). Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Agent's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of the Accounts of any Borrower’s Accounts, by mail, telephone, telecopyfacsimile, electronic mail or otherwise. Parent and each Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of Parent or such Borrower with any officers, employees or directors of Borrowersuch Borrower or Parent or any Affiliate thereof, and, and to discuss the financial condition of Parent or such Borrower with Parent's and such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Parent's or such Borrower’s 's independent public accountants. Borrower The Borrowers shall agree jointly and severally to pay to Agent all reasonable and documented customary fees and all reasonable costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(dhereunder, including fees in connection with any audits or inspections of any Collateral or Parent's and Borrowers' respective operations or businesses (such fee, the "AUDIT FEE"), and all which Audit Fee shall be in the amount of $800 per day, per person. All of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and Lenders, or any Persons designated by Agent, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent such information relevant to Agent’s 's and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Agent's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. ; provided, that, absent the occurrence and continuance of an Event of Default, the maximum amount AMCON shall be required to pay Agent with respect to the foregoing shall provide invoice for such fees, costs, expenses be Twenty Thousand and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such PersonsNo/100 Dollars ($20,000.00) during any calendar year.

Inspection and Audits. Borrower Loan Parties shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s Loan Parties’ places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)normal business hours, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s Loan Parties’ books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s Loan Parties’ business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s Loan Parties’ business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Loan Parties shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Loan Parties’ Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in any Loan Party’s name. Borrower Each Loan Party authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower any Loan Parties with any officers, employees or directors of BorrowerLoan Parties or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower any Loan Party with Borrower’s Loan Parties’ independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Loan Parties’ independent public accountants. Borrower For each inspection or audit conducted by Lender hereunder, Loan Parties shall jointly and severally pay to Agent Lender all reasonable costs and documented out-of-pocket fees and costs and expenses reasonably incurred by Agent in the exercise of its rights under this Section 12(d), and all of Lender. All such costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by AgentLender, to call at such Borrower’s places of business at any reasonable times and times, and, without hindrance or delay but upon reasonable at least five (5) days prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of to such Borrower unless an Event of Default)Default is continuing in which case no prior notice is required, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s independent public accountants; provided , provided, that contact and discussion with employees who are not officers or directors of either Borrower shall only be informed permitted (i) in the ordinary course during any audit or inspection of such discussion Borrowers by Lender, (ii) following the occurrence of an Event of Default and (iii) in all other cases following five (5) days prior notice to an officer of Borrower shall be provided the opportunity to participate in such discussioneither Borrower. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers’ independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for ; provided, that if no Event of Default has occurred or is continuing, Borrowers’ obligations with respect to such fees, costs, costs and expenses shall not exceed Six Thousand Dollars ($6,000) plus all out-of-pocket costs and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsexpenses in any calendar year.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d), and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent hereunder (provided, so long as no Event of Default has occurred, following the first anniversary of this Agreement, Borrowers' shall provide invoice not be required to reimburse Lender for such fees, costs, expenses and charges of Persons other more than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.two field audits in any subsequent year);

Inspection and Audits. Borrower shall permit Administrative Agent and LendersAgent, or any Persons designated by Administrative Agent and/or Agent, to call at Borrower’s places accompany First Lien Agent in connection with any inspection, audit or check made by First Lien Agent pursuant to the terms of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal YearFirst Lien Loan Agreement; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one two additional review reviews of Borrower by Agent or a consultant satisfactory to Agent in its reasonable discretiondiscretion (such additional reviews increased by the number of general inspection rights provided to, but waived by, First Lien Agent pursuant to the terms of the First Lien Loan Agreement). Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faith. Agent, through its officers, employees or agents agents, shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of Borrower with any officers, employees or directors of Borrower, and, to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent, Administrative Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent all reasonable and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d), and all of such costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans the Term Loan hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect and appraise the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent Lxxxxx may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLxxxxx’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower’s name. Borrower Bxxxxxxx authorizes Agent and Lenders Lxxxxx to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with BorrowerBxxxxxxx’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. For each inspection or audit conducted by Lxxxxx xxxxxxxxx, Borrower shall pay to Agent Lender (a) fees at Lender’s then-current per diem rate, plus (b) all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)Lxxxxx. All such fees, and all of such costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower Each Credit Party shall permit Agent and Lenders, or any Persons designated by Agent, to call at Borrowersuch Credit Party’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrowersuch Credit Party’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrowersuch Credit Party’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrowersuch Credit Party’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Each Credit Party shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerAgent’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrowersuch Credit Party’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Agent shall conduct such verification in the name of a nominee of Agent or in such Credit Party’s name and such Credit Party may participate in such verification (provided further, if such Credit Party fails to make itself reasonably available for such participation as determined by Agent in its Permitted Discretion, then Agent may proceed with such verification without such Credit Party’s participation). Borrower Each Credit Party authorizes Agent and Lenders to discuss the affairs, finances and business of Borrower such Credit Party with any officers, employees or directors of Borrowersuch Credit Party or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower such Credit Party with Borrowersuch Credit Party’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Credit Parties’ independent public accountants. Borrower Credit Parties shall pay to Agent all reasonable customary fees currently $850 per person per day and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower Parent and the Borrowers shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s any of the Borrowers' respective places of business business, upon reasonable notice and at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after times, and, without hindrance or delay, but without undue disruption to the occurrence of and during the continuance of an Event of Default)Borrowers' business, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s any books, records, journals, orders, receipts and any correspondence of Parent or any Borrower and other data relating to Parent's or any Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Parent's or any Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent . Parent and the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Borrowers shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of the Accounts of any Borrower’s Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Parent and each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Parent or such Borrower with any officers, employees (as designated by the Parent or the Borrowers) or directors of Borrowersuch Borrower or Parent or any Affiliate, and, and to discuss the financial condition of Parent or such Borrower with Parent's and such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Parent's or such Borrower’s 's independent public accountants. Borrower The Borrowers shall agree jointly and severally to pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(dhereunder, including fees in connection with any audits or inspections of any Collateral or Borrowers' operations or businesses (such fee, the "COLLATERAL MANAGEMENT FEE"), which Collateral Management Fee shall be in the amount of $700 per day, per person; PROVIDED, HOWEVER, that, unless an Event of Default has occurred and all is continuing, the Borrowers shall not be obligated to reimburse Lender for more than four (4) of such audits or inspections conducted during any one 365-day period, aggregating no more than twenty (20) days in any such period. All of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s 's and each Subsidiary's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, auditaudit (including any audit of the Borrower's Inventory or Equipment), check and make extracts from Borrower’s 's or such Subsidiary's books, records, journals, orders, receipts receipts, properties, and any correspondence and other data relating to Borrower’s 's or such Subsidiary's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's or such Subsidiary's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower's name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower or any Subsidiary with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower and any Subsidiary with Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender all reasonable customary fees (currently $750 per person per day) and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until if not so paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower Borrowers shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s Borrowers’ places of business at any reasonable two times each year and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)Default at any reasonable times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning each Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of a Borrower’s Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Borrower authorizes Agent and Lenders Borrowers authorize Lender to discuss the affairs, finances and business of Borrower Borrowers with any officers, employees or directors of BorrowerBorrowers or with a Parent or any Affiliate or the officers, andemployees or directors of a Parent or any Affiliate, and to discuss the financial condition of Borrower Borrowers with Borrower’s Borrowers’ independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers’ independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, including normal audit fees and out-of-pocket expenses related to such audit, including but not limited to, airfare, lodging, and meals, to cover Lender’s periodic examinations of Collateral, as well as Borrowers’ books and records. Audit fees will be charged at the rate of $10,000 for each audit, payable in advance. All of such fees, costs and expenses shall be constituted Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and Lenders, or any Persons designated by Agent, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. Agent, through its officers, employees or agents shall have the right, at any reasonable time and from time to time time, in BorrowerAgent’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise, provided that prior to the occurrence of an Event of Default, Agent shall conduct such verification in Borrower’s name. Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section subsection 12(d), and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. ; provided, that, prior to the occurrence and continuance of an Event of Default, the maximum amount Borrower shall be required to pay Agent with respect to the foregoing shall provide invoice for such feesbe Thirty Thousand and No/100 Dollars ($30,000.00) per Fiscal Year of Borrower, costs, plus all costs and out-of-pocket expenses and charges incurred by Agent in the exercise of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsits rights under this subsection 12(d).

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at any Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Agent Lender and Lenders its agents to discuss the affairs, finances and business of such Borrower with any officers, employees or directors Responsible Officer of such Borrower, andand with reasonable prior notice to Borrowers in each instance, to discuss the financial condition of such Borrower with each Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to any Borrower’s independent public accountants. Each Borrower shall pay to Agent Lender all customary fees and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent ; provided that, excluding any such exercise of rights during the continuation of an Event of Default, Lender shall provide invoice for not exercise such fees, costs, expenses and charges of Persons other rights more often than Agent or Lenders to Borrower promptly after receipt thereof from such Personstwo (2) times during any calendar year at Borrowers’ expense.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses The inspection and charges audit rights of Persons other than Agent or Lenders Lender hereunder are subject to Borrower promptly after receipt thereof from such Personsthe confidentiality obligations set forth in SECTION 24 hereof.

Inspection and Audits. Borrower Borrowers shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s Borrowers’ places of business at any reasonable times during normal business hours and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)without hindrance or unreasonable delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s Borrowers’ books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s Borrowers’ business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s Borrowers’ business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Borrowers shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Borrowers’ Accounts, by mail, telephone, telecopy, electronic mail mail, telegraph or otherwise, provided that prior to the occurrence and continuance of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in each Borrower’s name. Borrower authorizes Agent and Lenders Borrowers authorize Lender to discuss the affairs, finances and business of Borrower Borrowers, as it directly relates to the Loans or the Collateral, with any officers, employees employees, directors or managers of Borrowers or with their Parent or any Affiliate or the officers, employees, directors or managers of Borrowertheir Parent or any Affiliate, and, and to discuss the financial condition of Borrower Borrowers with Borrower’s Borrowers’ independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers’ independent public accountants, provided that the information obtained therefrom shall be kept confidential by Lender in accordance with Section 26 hereof. Borrower Borrowers shall pay to Agent all reasonable Lender the collateral management (audit) fee specified in section 4(c) above as payment for the above-referenced inspection and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d), and all of such costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such audit fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence , including verifications with account debtors of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretionBorrower. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees (currently $750 per person per day) and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, including, but not limited to airfare, lodging and meals, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, upon reasonable advance notice to Borrower if no Default Period then exists, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning 59 Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower’s name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s independent public accountants; accountants (provided that Borrower shall be informed of such discussion and an officer that, a representative of Borrower shall be provided have been afforded the opportunity to participate in be present for such discussion) upon reasonable advance notice to Borrower and at reasonable times during business hours not more frequently than once per Fiscal Year (provided that such annual limitation shall not apply during a Default Period). Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. For each inspection or audit conducted by Lender hereunder, Borrower shall pay to Agent Lender (a) fees at Lender’s then-current per diem rate, plus (b) all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent in Lender; provided, however, that, notwithstanding the exercise of its rights under this Section 12(d)foregoing or anything else contained herein, and all of while no Default Period exists the Borrower shall have no obligation to pay for more than two field exams or audits per calendar year or more than two Inventory appraisals per calendar year. All such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.;

Inspection and Audits. Borrower shall permit Agent and Lenders, or any Persons designated by Agent, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one two additional review reviews of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faith. Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of Borrower with any officers, employees or directors of Borrower, and, to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent all reasonable and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d), and all of such costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in such Borrower’s name. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and Lenders, or any Persons designated by Agent, to call at such Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s ​ 42 ​ ​ ​ rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerAgent’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Agent and Lenders Xxxxxxx to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with Borrowersuch Xxxxxxxx’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers’ independent public accountants. Borrower Borrowers shall pay to Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Notwithstanding the foregoing, provided no Event of Default has occurred, the Agent shall provide invoice be limited to one (1) inspection per calendar year or two (2) inspections per calendar year at any time when Excess Availability is less than $6,750,000 and, for the avoidance of doubt, there shall be no such fees, costs, expenses and charges limit if an Event of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such PersonsDefault has occurred.

Inspection and Audits. Borrower Each Loan Party shall permit Agent and LendersAgent, or any Persons designated by Agentit, to call at Borrower’s such Loan Party's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s such Loan Party's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s such Loan Party's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s such Loan Party's business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Each Loan Party shall furnish to Agent such information relevant to Agent’s 's and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Agent's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s such Loan Party's Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Borrower Each Loan Party authorizes Agent and or Lenders to discuss the affairs, finances and business of Borrower such Loan Party with any officers, employees or directors of Borrowersuch Loan Party or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower such Loan Party with Borrower’s such Loan Party's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or Agent, any Lender or to Borrower’s Loan Parties' independent public accountants. Borrower Borrowers shall pay to Agent all reasonable customary fees (currently $750 per person per day) and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and is continuing, Borrowers will not be required to bear the expense of more than four (4) collateral audits in any calendar year, provided, however, that after the occurrence and continuation of a Default or Event of Default, Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders be entitled to Borrower promptly after receipt thereof from such Personsconduct more frequent collateral audits at Borrowers' sole expense.

Inspection and Audits. Each Borrower shall permit Agent and LendersAdministrative Agent, or any Persons designated by Agentit, to call at such Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Administrative Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Administrative Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Administrative Agent and Lenders its agents to discuss the affairs, finances and business of such Borrower with any senior officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the senior officers or directors of its Parent or any Affiliate, and, and to discuss the financial condition of such Borrower with such Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Administrative Agent or any Lender or to such Borrower’s independent public accountants. Each Borrower shall pay to Administrative Agent all reasonable customary fees and all reasonable, documented out-of-pocket fees and costs and expenses incurred by Administrative Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, such inspections and audits shall not take place more than two times in any calendar year. Any Lender may accompany Administrative Agent shall provide invoice for on any such fees, costs, expenses and charges of Persons other than Agent audit or Lenders to Borrower promptly after receipt thereof from such Personsinspection at its own cost.

Inspection and Audits. Borrower Borrowers shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s Borrowers’ places of business at any reasonable times and upon with reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)Default has occurred and is continuing, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s Borrowers’ books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s Borrowers’ business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s Borrowers’ business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Borrowers shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party Loan Documents as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Borrowers’ Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in a Borrower’s name. Borrower Borrowers authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower Borrowers with any officers, employees or directors of BorrowerBorrowers or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower Borrowers with Borrower’s Borrowers’ independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers’ independent public accountants. Borrower For each inspection or audit conducted by Lender hereunder, Borrowers shall pay to Agent Lender (a) fees at Lender’s then-current per diem rate (such rate being Nine Hundred and No/100 Dollars ($900.00) as of the date of this Agreement), plus (b) all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise Lender, provided that, so long as no Event of its rights under this Section 12(d)Default exists, and all of Borrowers shall not be required to pay to Lender such fees and/or expenses more frequently than three (3) times each Fiscal Year. All such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower Each Obligor shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrowersuch Obligor’s places of business at any reasonable times and upon time after giving reasonable prior written advance notice (provided except that if an Event of Default shall have occurred, no such notice shall be required after the occurrence of and during the continuance of an Event of Defaultrequired), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrowersuch Obligor’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrowersuch Obligor’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrowersuch Obligor’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an that, so long as no Event of DefaultDefault has occurred and is continuing, Agent and Lenders Lender shall not conduct undertake more than three such inspections, inspections and/or audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent and its consolidated Subsidiaries in its reasonable discretionany calendar year. Borrower Each Obligor shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrowereach Obligor’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in such Obligor’s name. Borrower Each Obligor authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower such Obligor with any officers, employees or directors of Borrowersuch Obligor or with its parent or any Affiliate or the officers, andemployees or directors of its parent or any Affiliate, and to discuss the financial condition of Borrower such Obligor with Borrower’s its independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrowersuch Obligor’s independent public accountants. Borrower shall pay to Agent Lender all customary fees and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s 's or any of its Subsidiaries' places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's or any of its Subsidiaries' business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower and each of its Subsidiaries shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Borrower and each of its Subsidiaries authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower and each of its Subsidiaries with any officers, employees or directors of BorrowerBorrower and each of its Subsidiaries or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower and each of its Subsidiaries with Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses actually incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.;

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to examine or inspect the Collateral and to examine, inspect, audit, check and make extracts from Borrower’s the books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s businessthe business of such Borrower (including books, records, etc. of or with respect to its Subsidiaries), the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s namethe name of Lender, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)such Borrower or otherwise, to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower (and its Subsidiaries) with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower (and it Subsidiaries) with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions with the accountants shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender fees in connection with any field audit or inspection of any one or more Borrowers, their business and/or Collateral ("Audit Fees") equal to $700 per day for each person acting as an auditor on behalf of Lender plus all reasonable and documented out-of-pocket fees and costs and expenses incurred by Agent Lender and each auditor (including without limitation, air fare, meals and lodging) in the exercise conduct of its rights under this Section 12(d)such an audit, and all of such costs and expenses Audit Fees shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersAdministrative Agent, or any Persons designated by Agentit, to call at each Borrower’s places place of business at any reasonable times and during business hours, upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)notice, and, without hindrance or delay, to inspect the Collateral and the other assets of the Borrowers and to inspect, audit, check and make extracts from each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning each Borrower’s business as Administrative Agent may consider reasonable under the circumstances; provided provided, that absent the existence of unless an Event of DefaultDefault has occurred and is continuing, no more than two (2) inspections shall occur in any Fiscal Year. The costs of any such inspection for which the Borrowers shall be required to reimburse Administrative Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times exceed $25,000 per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretioninspection. Each Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Administrative Agent shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify with any Borrower the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Administrative Agent and Lenders its agents to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of each Borrower with such Borrower’s independent public accountants; provided that Borrower shall be informed . Table of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Contents Any such discussions shall be without liability to Administrative Agent or any Lender or to Borrower’s the Borrowers’ independent public accountants, so long as the Borrowers are given a reasonable opportunity to be present for any such discussions. Borrower The Borrowers shall pay to Administrative Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Administrative Agent in the exercise of its rights under this Section 12(d)12.4, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand demand, and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Any Lender may accompany Administrative Agent shall provide invoice for on any such fees, costs, expenses and charges of Persons other than Agent audit or Lenders to Borrower promptly after receipt thereof from such Personsinspection at its own cost.

Inspection and Audits. Each Borrower shall permit Agent and LendersAgent, or any Persons designated by Agentit, to call at such Borrower’s places of business at any reasonable times and upon reasonable during normal business hours so long as Agent has provided such Borrower with prior written notice (provided that no such notice shall be required after the occurrence of and during the continuance of if an Event of DefaultDefault has occurred and continues to then exist), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s Borrowers’ books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerAgent’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Each Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of such Borrower with any officersthe Senior Management Officers, employees or directors of Borrower, and, and to discuss the financial condition of such Borrower with such Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate , in such discussioneach case upon reasonable notice as Agent may reasonably request. Any such discussions shall be without liability to Agent or Agent, any Lender or to Borrower’s independent public accountants. Borrower shall Subject to the limitations set forth in Section 4.2.8 hereof, Borrowers agree to pay to Agent all customary fees and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, reasonable costs and expenses shall constitute Liabilities hereunder, Obligations hereunder and shall be payable on not later than five (5) days after Agent’s demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personstherefor.

Inspection and Audits. Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided, that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower's name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.;

Inspection and Audits. Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)normal business hours and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time time, in BorrowerLender’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telecopy, electronic mail or otherwise, provided that, prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower’s name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s independent public accountants; provided that Borrower , which shall be informed attended by a representative of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussionBorrower. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s independent public accountants. Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($850.00) per person, per day) and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent ; provided, however, that so long as no Event of Default has occurred, Borrower shall provide invoice not pay for such feesmore than four (4) audits in any Fiscal Year, costs, expenses and charges except for any audits of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsa Target in connection with a proposed Acquisition.

Inspection and Audits. Each Borrower shall permit Agent and LendersAgent, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable during normal business hours so long as Agent has provided such Borrower with seven (7) days' prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)notice, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent may consider reasonable under the circumstances; provided that absent the existence . Each Loan Party shall, and shall cause each of an Event of Defaultits Subsidiaries to, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithreasonably request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Agent's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of a Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail or otherwise; PROVIDED, that prior to the occurrence and continuation of an Event of Default, Agent shall conduct such verification in the name of a nominee of Agent or in a Borrower's name. Each Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of such Borrower or any of its Subsidiaries with any officers, employees or directors of such Borrower, and, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of , in each case upon reasonable notice and at such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussionreasonable times during normal business hours as Agent may reasonably request. Any such discussions shall be without liability to Agent or Agent, any Lender or to Borrower’s Borrowers' independent public accountantsaccountants except in connection with any liability resulting from the gross negligence or willful misconduct of any such Person. Borrower Borrowers shall pay to Agent all customary fees and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, reasonable costs and expenses shall constitute Liabilities hereunder, hereunder and shall be payable on demand anddemand; provided that unless an Event of Default shall have occurred and be continuing, until paid, Borrowers shall bear interest at the highest rate then applicable not be obligated to Revolving Loans hereunder. Agent shall provide invoice pay for such fees, costs, reasonable costs and expenses in connection with more than two (2) inspections and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsaudits in any twelve (12) month period.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided, that prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in such Borrower's name. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.;

Inspection and Audits. Borrower shall permit Agent and Lenders, or any Persons designated by Agent, to call at Borrower’s 's places of business at any reasonable times and upon times, with reasonable prior written notice (provided that to Borrower so long as no notice shall be required after the occurrence of and during the continuance of an Event of Default)Default is then continuing, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent such information relevant to Agent’s 's and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Agent's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s 's independent public accountants; provided , provided, that Borrower shall be informed of such discussion and given a reasonable opportunity to have an officer of Borrower shall be provided the opportunity to participate in present at any such discussionmeeting. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent ; provided, that such fees and expenses shall provide invoice for such fees, costs, expenses and charges not exceed Ten Thousand Dollars ($10,000) during any calendar year unless an Event of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such PersonsDefault has occurred.

Inspection and Audits. Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)normal business hours and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail or otherwise, provided that, prior to the occurrence of an Event of Default, Lender shall conduct such verification in the name of a nominee of Lender or in Borrower's name. Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of BorrowerBorrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower with Borrower’s 's independent public accountants; provided that Borrower , which shall be informed attended by a representative of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussionBorrower. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s 's independent public accountants. Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($850.00) per person, per day) and all reasonable costs and documented out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent ; provided, however, that so long as no Event of Default has occurred, Borrower shall provide invoice not pay for such feesmore than four (4) audits in any Fiscal Year, costsexcept for (i) a one-time spot check within 60 days of the Closing Date, expenses and charges or (ii) any audits of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsa Target in connection with a proposed Acquisition.

Inspection and Audits. Borrower Each Credit Party shall permit Agent and Lenders, or any Persons designated by Agent, to call at Borrowersuch Credit Party’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrowersuch Credit Party’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrowersuch Credit Party’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrowersuch Credit Party’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Each Credit Party shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerAgent’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of Borrowersuch Credit Party’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise, provided that prior to the occurrence of an Event of Default, Agent shall conduct such verification in the name of a nominee of Agent or in such Credit Party’s name and such Credit Party may participate in such verification (provided further, if such Credit Party fails to make itself reasonably available for such participation as determined by Agent in its Permitted Discretion, then Agent may proceed with such verification without such Credit Party’s participation). Borrower Each Credit Party authorizes Agent and Lenders to discuss the affairs, finances and business of Borrower such Credit Party with any officers, employees or directors of Borrowersuch Credit Party or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of Borrower such Credit Party with Borrowersuch Credit Party’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Credit Parties’ independent public accountants. Borrower Credit Parties shall pay to Agent all reasonable customary fees (currently $750 per person per day) and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Borrower Accel Inc. and its Subsidiaries shall permit Agent and LendersAdministrative Agent, or any Persons designated by Agentit, to call at Borrowersuch Person’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral Collateral, the VGTs, the Redemption Machines or the VGT Operating Contracts, and to inspect, audit, check and make extracts from Borrowersuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrowersuch Person’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrowersuch Person’s business as Administrative Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent . Accel Inc. and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Borrower Subsidiaries shall furnish to Administrative Agent such information relevant to Administrative Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party other Loan Documents as Administrative Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time in Borrower’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)time, to verify the validity, amount or any other matter relating to any of BorrowerAccel Inc.’s and/or any Subsidiary’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Borrower authorizes Accel Inc. and its Subsidiaries authorize Administrative Agent and Lenders its agents to discuss the affairs, finances and business of Borrower Accel Inc. and its Subsidiaries with any officers, employees or directors of BorrowerAccel Inc. and its Subsidiaries or with its Parent or any Affiliate or the officers, employees or directors of its Parent or any Affiliate, and, so long as Borrower is given an opportunity to participate in all such discussions, to discuss the financial condition of Borrower Accel Inc. and its Subsidiaries with BorrowerAccel Inc.’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Administrative Agent or any Lender or to BorrowerAccel Inc.’s independent public accountants. Borrower shall pay to Administrative Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Administrative Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Any Lender may accompany Administrative Agent shall provide invoice for on any such fees, costs, expenses and charges of Persons other than Agent audit or Lenders to Borrower promptly after receipt thereof from such Personsinspection at its own cost.

Inspection and Audits. Borrower Borrowers shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at Borrower’s Borrowers' places of business at any reasonable two times each year and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)Default at any reasonable times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from each Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to each Borrower’s 's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning each Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of a Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail telegraph or otherwise. Borrower authorizes Agent and Lenders Borrowers authorize Lender to discuss the affairs, finances and business of Borrower Borrowers with any officers, employees or directors of BorrowerBorrowers or with a Parent or any Affiliate or the officers, andemployees or directors of a Parent or any Affiliate, and to discuss the financial condition of Borrower Borrowers with Borrower’s Borrowers' independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, including normal audit fees and out-of-pocket expenses related to such audit, including but not limited to, airfare, lodging, and meals, to cover Lender's periodic examinations of Collateral, as well as Borrowers' books and records. Audit fees will be charged at the rate of $10,000 for each audit, payable in advance. All of such fees, costs and expenses shall be constituted Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons.

Inspection and Audits. Each Borrower shall permit Agent and LendersLender, or any Persons designated by Agentit, to call at such Borrower’s 's places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s 's books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s 's business, the Collateral or any transactions between the parties hereto, and Lender shall have the right to make such verification concerning such Borrower’s 's business as Agent Lender may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent Lender such information relevant to Agent’s and/or any Lender’s 's rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent Lender shall at any time and from time to time request in its sole discretion determined in good faithrequest. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time time, in Borrower’s Lender's name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s 's Accounts, by mail, telephone, telecopy, electronic mail or otherwise. Each Borrower authorizes Agent and Lenders Lender to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of such Borrower, andor with its Parent or any Affiliate or the officers, employees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s 's independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers' independent public accountants. Borrower Borrowers shall pay to Agent Lender all reasonable customary fees (currently $750 per person per day) and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent Lender in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities Obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent So long as no Event of Default exists, Lender intends to conduct audits based upon a 90 day audit schedule and so long as no Event of Default exists, Lender shall provide invoice for use reasonable efforts to notify Borrowers of any change in such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Personsaudit schedule.

Inspection and Audits. Each Borrower shall permit Agent and Lenders, or any Persons designated by Agent, to call at such Borrower’s places of business at any reasonable times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Borrower’s business as Agent may consider reasonable under the circumstances; provided that absent the existence of an Event of Default, Agent and Lenders shall not conduct such inspections, audits or checks in excess of three (3) times per Fiscal Year; provided, that in addition thereto and without limiting the foregoing, Borrower shall permit, once during the term of this Agreement, one additional review of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Borrower shall furnish to Agent such information relevant to Agent’s and/or any Lender’s rights under this Agreement and the Other Agreements to which an Obligor is a party as Agent shall at any time and from time to time request in its sole discretion determined in good faithrequest. Agent, through its officers, employees or agents shall have the right, at any time and from time to time time, in BorrowerAgent’s name, upon reasonable prior notice (provided that no notice shall be required after the occurrence of and during the continuance of an Event of Default), to verify the validity, amount or any other matter relating to any of such Borrower’s Accounts, by mail, telephone, telecopy, electronic mail mail, or otherwise. Each Borrower authorizes Agent and Lenders to discuss the affairs, finances and business of such Borrower with any officers, employees or directors of Borrowersuch Borrower or with its Parent or any Affiliate or the officers, andemployees or directors of its Parent or any Affiliate, and to discuss the financial condition of such Borrower with such Borrower’s independent public accountants; provided that Borrower shall be informed of such discussion and an officer of Borrower shall be provided the opportunity to participate in such discussion. Any such discussions shall be without liability to Agent or any Lender or to Borrower’s Borrowers’ independent public accountants. Borrower Borrowers shall pay to Agent all reasonable customary fees and documented all costs and out-of-pocket fees and costs and expenses incurred by Agent in the exercise of its rights under this Section 12(d)hereunder, and all of such fees, costs and expenses shall constitute Liabilities hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Notwithstanding the foregoing, provided no Event of Default has occurred, the Agent shall provide invoice for such fees, costs, expenses and charges of Persons other than Agent or Lenders be limited to Borrower promptly after receipt thereof from such Personstwo (2) inspections per calendar year.