Common use of Inspection and Audits Clause in Contracts

Inspection and Audits. Each Obligor shall permit Agent, or any Persons designated by it, to call at such Obligor's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the 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 such Obligor's books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's business as Agent may consider reasonable under the circumstances. Each Obligor shall furnish to Agent such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor with any officers, employees or directors of such Obligor or with its Parent or the officers, employees or directors of its Parent, and to discuss the financial condition of such Obligor with such Obligor's independent public accountants. Any such discussions shall be without liability to Agent or to Obligors' independent public accountants. Borrowers shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit Agentpermit, and shall cause each of it Subsidiaries to permit, Administrative Agent and Lenders, or any Persons designated by itAdministrative Agent, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrencetimes, and during the continuance, of an with reasonable prior notice to Borrower so long as no Event of Default, such inspections may take place at any time)Default is then continuing, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's the books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's 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 such Obligor's Borrower’s business as Administrative Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish furnish, and shall cause each of its Subsidiaries to furnish, to Administrative Agent such information relevant to Administrative Agent's or ’s and/or any Lender's ’s rights under this Agreement and the Other Agreements as Administrative Agent shall at any time and from time to time request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Administrative Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower authorizes and shall cause each Subsidiary to authorize, Administrative Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower and its Subsidiaries with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower and its Subsidiaries with such Obligor's Borrower’s independent public accountants, provided, that Borrower shall be given a reasonable opportunity to have an officer present at any such meeting. Any such discussions shall be without liability to Administrative Agent or any Lender or to Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Administrative Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Administrative Agent or Lender in the exercise of its rights 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 Loans hereunder; provided, that such fees and expenses shall not exceed Twelve Thousand Five Hundred Dollars ($12,500) during any calendar year unless an Event of Default has occurred.

Inspection and Audits. Each Obligor Loan Party shall permit AgentLender, or any Persons designated by it, to call at such Obligor's visit each Loan Party’s places of business at any reasonable time during normal business hours upon no less than three (provided that after 3) Business Day advance notice to the occurrence, and during the continuance, of Representative (unless an Event of DefaultDefault has occurred and is continuing, such inspections may take place at any timein 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 such Obligor's each Loan Party’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's each Loan Party’s business, the Collateral or any transactions between the parties hereto, and Lender shall have the right to make such verification concerning such Obligor's each Loan Party’s business as Agent Lender may consider reasonable under the circumstancescircumstances (collectively, “Field Examinations”). Each Obligor Loan Party shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor 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 Lender its agents to discuss the affairs, finances and business of such Obligor Loan Party with any officers, employees or directors of such Obligor or with its Parent or the officers, employees or directors of its ParentLoan Party, and to discuss the financial condition of such Obligor each Loan Party with such Obligor's Loan Party’s independent public accountants; provided that Lender shall provide an opportunity for an officer of the Representative to be present at such meeting. Any such discussions shall be without liability to Agent Lender or to Obligors' Loan Parties’ independent public accountants. Borrowers Loan Parties shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and all reasonable, out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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; provided that, so long as no Default or Event of Default exists, Borrowers shall 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 Collateral.

Inspection and Audits. Each Obligor Borrower shall permit Administrative Agent, or any Persons designated by it, to call at such Obligor's places each Borrower’s place of business at any reasonable time times during normal business hours (provided that after the occurrencehours, and during the continuance, of an Event of Default, such inspections may take place at any time)upon reasonable prior written 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 such Obligor's each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's each Borrower’s business as Administrative Agent may consider reasonable under the circumstances; provided, that unless an Event of Default 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 shall not exceed $25,000 per inspection. Each Obligor Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Administrative Agent shall at any time and from time to time reasonably request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify with any Borrower the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Administrative Agent and Lender its agents to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor each Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Administrative Agent or to Obligors' the Borrowers’ independent public accountants, so long as the Borrowers are given a reasonable opportunity to be present for any such discussions. The Borrowers shall pay to Administrative Agent all reasonable customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Administrative Agent or Lender in the exercise of its rights hereunderunder this Section 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 Loans hereunder. Any Lender may accompany Administrative Agent on any such audit or inspection at its own cost.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by itrepresentatives of Lender, to call at such Obligor's Borrower’s places of business at any reasonable time times during normal business hours (provided that after the occurrenceand, and during the continuance, of an so long as no Event of DefaultDefault has occurred and is continuing, such inspections may take place at any time)a prior appointment, and, without unreasonable hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence, occurrence of 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 such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's 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 Obligor Borrower shall furnish to Agent such information relevant to Agent's or ’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 requestrequest 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 timetime in Borrower’s name, in Agent's nameupon 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 Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor or with its Parent or the officersBorrower, employees or directors of its Parentand, and to discuss the financial condition of such Obligor Borrower with such Obligor's 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 Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent all customary fees (currently $750 per person per day) reasonable and all costs and documented out-of-pocket fees and costs and expenses incurred by Agent or Lender in the exercise of its rights hereunderunder 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 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 Obligor Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time times during normal business hours (provided that after the occurrence, and during the 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 such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower'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. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants, which shall be attended by a representative of Borrower. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($750 850.00) per person person, per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder; PROVIDED, HOWEVER, that so long as no Event of Default has occurred, Borrower shall not pay for more than four (4) audits in any Fiscal Year, except for (i) a one-time spot check within 60 days of the Closing Date, or (ii) any audits of a Target in connection with a proposed Acquisition.

Inspection and Audits. Each Obligor Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time times during normal business hours (provided that after the occurrence, and during the 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 such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower'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. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants, which shall be attended by a representative of Borrower. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($750 850.00) per person person, per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder; provided, however, that so long as no Event of Default has occurred, Borrower shall not pay for more than four (4) audits in any Fiscal Year, except for (i) a one-time spot check within 60 days of the Closing Date, or (ii) any audits of a Target in connection with a proposed Acquisition.

Inspection and Audits. Each Obligor Borrower shall permit Administrative Agent, or any Persons designated by it, to call at such Obligor's places each Borrower’s place of business at any reasonable time times during normal business hours (provided that after the occurrencehours, and during the continuance, of an Event of Default, such inspections may take place at any time)upon reasonable prior written 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 such Obligor's each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's each Borrower’s business as Administrative Agent may consider reasonable under the circumstances; provided, that unless an Event of Default 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 shall not exceed $25,000 per inspection. Each Obligor Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Administrative Agent shall at any time and from time to time reasonably request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify with any Borrower the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Administrative Agent and Lender its agents to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor each Borrower with such Obligor's Borrower’s independent public accountants. Table of Contents Any such discussions shall be without liability to Administrative Agent or to Obligors' the Borrowers’ independent public accountants, so long as the Borrowers are given a reasonable opportunity to be present for any such discussions. The Borrowers shall pay to Administrative Agent all reasonable customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Administrative Agent or Lender in the exercise of its rights hereunderunder this Section 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 Loans hereunder. Any Lender may accompany Administrative Agent on any such audit or inspection at its own cost.

Inspection and Audits. Each Obligor Parent and the Borrowers shall permit Agent, or any Persons Person designated by itAgent, to call at such Obligor's any of the respective places of business of Parent and Borrowers, upon reasonable notice and at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, but without undue disruption to the Parent's and Borrowers' business, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's any books, records, journals, orders, receipts and any correspondence of Parent or any Borrower and other data relating to such ObligorParent's or any Borrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorParent's or any Borrower's business as Agent may consider commercially reasonable under the circumstances. Each Obligor Parent and the Borrowers shall furnish to Agent such information relevant to Agent's or Lender's and/or any rights under this Agreement and the Other Agreements 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 pursuant to this SUBSECTION 12(D). Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Accountsthe Accounts of any Borrower, by mail, telephone, telecopyfacsimile, electronic mail, mail or otherwise. Each Obligor Parent and each Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of Parent or such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or the officers, employees or directors of its Parentany Affiliate thereof, and to discuss the financial condition of Parent or such Obligor Borrower with Parent's and such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Parent's or such Borrower's independent public accountants. The Borrowers shall agree jointly and severally to pay to Agent all reasonable and customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunder, including fees in connection with any audits or inspections of any Collateral or Parent's and all Borrowers' respective operations or businesses (such fee, the "AUDIT FEE"), 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrowers shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrowers’ places of business at any reasonable time during normal business hours (provided that two times each year and after the occurrence, occurrence and during the continuance, continuance of an Event of Default, such inspections may take place Default at any time)reasonable times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's each Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's a Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor authorizes Agent and Borrowers authorize Lender to discuss the affairs, finances and business of such Obligor Borrowers with any officers, employees or directors of such Obligor Borrowers or with its a Parent or any Affiliate or the officers, employees or directors of its Parenta Parent or any Affiliate, and to discuss the financial condition of such Obligor Borrowers with such Obligor's Borrowers’ independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrowers’ independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Credit Party shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Credit Party’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Credit Party’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Credit Party’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Credit Party’s business as Agent may consider reasonable under the circumstances. Each Obligor Credit Party shall furnish to Agent such information relevant to Agent's or ’s and/or any Lender's ’s rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Credit Party’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 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). Each Obligor Credit Party authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Credit Party with any officers, employees or directors of such Obligor Credit Party or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Credit Party with such Obligor's Credit Party’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Credit Parties’ independent public accountants. Borrowers Credit Parties shall pay to Agent all customary fees (currently $750 850 per person per day) day and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's any Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent Lender and Lender its agents to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors Responsible Officer of such Obligor or with its Parent or the officers, employees or directors of its ParentBorrower, and with reasonable prior notice to Borrowers in each instance, to discuss the financial condition of such Obligor Borrower with such Obligor's each Borrower’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' any Borrower’s independent public accountants. Borrowers Each Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder; provided that, excluding any such exercise of rights during the continuation of an Event of Default, Lender shall not exercise such rights more often than two (2) times during any calendar year at Borrowers’ expense.

Inspection and Audits. Each Obligor Borrowers shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrowers’ places of business at any reasonable time during normal business hours (times and with reasonable notice provided that after the occurrence, and during the continuance, of an no Event of Default, such inspections may take place at any time)Default has occurred and is continuing, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrowers’ books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrowers’ business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrowers’ business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrowers shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements Loan Documents as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrowers’ 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 a Borrower’s name. Each Obligor Borrowers authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrowers with any officers, employees or directors of such Obligor Borrowers or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrowers with such Obligor's Borrowers’ independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrowers’ independent public accountants. 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 customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender, provided that, so long as no Event of Default exists, Borrowers shall not be required to pay to Lender in the exercise of its rights hereunder, and all of 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 Loans hereunder.

Inspection and Audits. Each Obligor During the Security Period, (i) RCGI shall, and shall cause each of the Subsidiaries to, permit AgentBuyer, or any Persons designated by itBuyer, to call at such ObligorPerson's places of business at any reasonable time during normal business hours (provided that after the occurrence, times and during the continuance, of an Event of Default, such inspections may take place at any time)upon prior notice, and, without unreasonable hindrance or delay, to inspect inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from such ObligorPerson's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorPerson's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorPerson's business as Agent Buyer may consider reasonable under the circumstances. Each Obligor shall furnish to Agent such information relevant to Agent's or Lender's rights under this Agreement ; and the Other Agreements as Agent shall at any time and from time to time request. Agent(ii) Buyer, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentBuyer's name, to verify the validity, amount or any other matter relating to any of such ObligorRCGI's Accountsor any of the Subsidiaries' Accounts (as defined in the Security Agreement), by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor authorizes Agent and Lender Notwithstanding anything to discuss the affairscontrary herein, finances and business of such Obligor upon written request to RCGI by Buyer, RCGI shall promptly provide Buyer with any officersfinancial, employees operating or directors other type of information requested by Buyer, subject to Buyer's execution of a confidentiality agreement reasonably acceptable to RCGI, with respect to such Obligor or information, which execution shall constitute a waiver, with its Parent or respect to any material non-public information regarding RCGI and the officersIncluded Subsidiaries provided to Buyer directly in response to such written request, employees or directors of its Parent, and the restriction herein on RCGI's disclosure to discuss the financial condition Buyer of such Obligor with such Obligor's independent public accountantsmaterial nonpublic information. Any such discussions shall be without liability to Agent or to Obligors' independent public accountants. Borrowers RCGI shall pay to Agent all customary fees (currently $750 per person per day) and Buyer all costs and out-of-pocket expenses incurred by Agent or Lender Buyer in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Liabilities Indebtedness hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to Loans hereunderInterest Rate (as defined in the RCGI Note).

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by itLender, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delaydelay but upon at least five (5) days prior written notice to such Borrower unless an Event of 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 Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time reasonably request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants, provided, that contact and discussion with employees who are not officers or directors of either Borrower shall only be permitted (i) in the ordinary course during any audit or inspection of 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 either Borrower. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrowers’ independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder; provided, that if no Event of Default has occurred or is continuing, Borrowers’ obligations with respect to such fees, costs and expenses shall not exceed Six Thousand Dollars ($6,000) plus all out-of-pocket costs and expenses in any calendar year.

Inspection and Audits. Each Obligor Borrower and each Guarantor shall permit Agent, or any Persons designated by it, to call at such Obligor's places of business at any time; provided that, so long as no Event of Default is continuing, the Agent shall give reasonable time prior notice and shall call only during normal regular business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time), and, without hindrance or delay, to inspect the Collateral Collateral, visit and inspect the properties of any Obligor, and to inspect, audit, check and make extracts from such Obligor's books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligorany Borrower's Accounts, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor Borrower and each Guarantor authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor with any officers, employees or directors of such Obligor or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor with such Obligor's independent public accountants. Any such discussions shall be without liability to Agent or to Obligors' such Obligor's independent public accountants. The Borrowers shall pay to Agent all customary fees (currently $750 per person per day) and all fees, costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunder, at the rate of $750.00 per person per day, plus all out-of-pocket expenses, 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 Loans hereunder.;

Inspection and Audits. Each Obligor Borrower shall permit Administrative Agent and Agent, or any Persons designated by itAdministrative Agent and/or Agent, to call at such Obligor'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 time during normal business hours (provided the First Lien Loan Agreement; provided, that after in addition thereto and without limiting the occurrenceforegoing, and Borrower shall permit, during the continuanceterm of this Agreement, two additional reviews of an Event Borrower by Agent or a consultant satisfactory to Agent in its reasonable discretion (such additional reviews increased by the number of Defaultgeneral inspection rights provided to, such inspections may take place at any timebut waived by, First Lien Agent pursuant to the terms of the First Lien Loan Agreement), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or ’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 requestrequest 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 timetime in Borrower’s name, in Agent's nameupon 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 Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor or with its Parent or the officersBorrower, employees or directors of its Parentand, and to discuss the financial condition of such Obligor Borrower with such Obligor's 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 Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent all customary fees (currently $750 per person per day) reasonable and all costs and documented out-of-pocket fees and costs and expenses incurred by Agent or Lender in the exercise of its rights hereunderunder 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 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. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's and each Subsidiary's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)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 or such ObligorSubsidiary's books, records, journals, orders, receipts receipts, properties, and any correspondence and other data relating to Borrower's or such ObligorSubsidiary's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower's or such ObligorSubsidiary's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower'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. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower or any Subsidiary with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower and any Subsidiary with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, upon reasonable advance notice to such Borrower if no Default Period then exists, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements Loan Documents as Agent Lender shall at any time and from time to time reasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Xxxxxx’s name, to verify the validity, amount or any other matter relating to any of such Obligor's 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 such Borrower’s name. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Xxxxxxxx’s independent public accountantsaccountants (provided that, a representative of such Borrower shall have been afforded the opportunity to 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 Lender or to Obligors' the applicable Borrower’s independent public accountants. For each inspection or audit conducted by Xxxxxx xxxxxxxxx, Borrowers shall pay to Agent all customary Lender (a) fees at Lender’s then-current per diem rate, plus (currently $750 per person per dayb) and all costs and out-of-pocket expenses incurred by Agent Xxxxxx; provided, however, that, notwithstanding the foregoing or Lender in the exercise of its rights hereunderanything 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower'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. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.;

Inspection and Audits. Each Obligor Borrower shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours times and upon reasonable prior written notice (provided that no notice shall be required after the occurrence, occurrence of 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 such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's 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, during the term of this Agreement, two additional reviews of Borrower by a consultant satisfactory to Agent in its reasonable discretion. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or ’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 requestrequest 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 timetime in Borrower’s name, in Agent's nameupon 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 Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor or with its Parent or the officersBorrower, employees or directors of its Parentand, and to discuss the financial condition of such Obligor Borrower with such Obligor's 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 Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent all customary fees (currently $750 per person per day) reasonable and all costs and documented out-of-pocket fees and costs and expenses incurred by Agent or Lender in the exercise of its rights hereunderunder 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 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 Obligor Company shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such ObligorCompany's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorCompany's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorCompany's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorCompany's business as Agent may consider reasonable under the circumstances. Each Obligor Company shall furnish to Agent such information relevant to Agent's or and/or any Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such ObligorCompany's Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Company authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Company with any officers, employees or directors of such Obligor Company or with its Parent any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Company with such ObligorCompany's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' such Company's independent public accountants. Borrowers Cantar U.S. shall pay to Agent all customary fees (currently Seven Hundred Fifty and No/100 Dollars ($750 750.00) per person man per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder; provided, that so long as no Event of Default has occurred, Cantar U.S. and Cantar Canada shall not be liable for such customary fees in excess of Fifteen Thousand and No/100 Dollars ($15,000.00) in any Fiscal Year (but shall remain liable for all reasonable costs and out-of-pocket expenses).

Inspection and Audits. Each Obligor Company shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such ObligorCompany's places of business at any reasonable time during normal business hours times (provided that after the occurrence, and during the continuance, of an upon prior notice to such Company if no Event of Default, such inspections may take place at any timeDefault then exists), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorCompany's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorCompany's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorCompany's business as Agent may consider reasonable under the circumstances. Each Obligor Company shall furnish to Agent such information relevant to Agent's or and/or any Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligoreach Company's Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Company authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Company with any officers, employees or directors of such Obligor Company or with its Parent any Affiliate of such Company or the officers, employees or directors of its Parentany Affiliate of such Company, and to discuss the financial condition of such Obligor Company with such ObligorCompany's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' such Company's independent public accountants. Borrowers Borrower shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder; provided, however, that if no Event of Default exists or is continuing, Borrower shall only be required to pay the foregoing fees, costs and expenses for three (3) audits in any calendar year.

Inspection and Audits. Each Obligor Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrower’s places of business at any reasonable time times during normal business hours (provided that after the occurrence, and during the 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 such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's 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. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants, which shall be attended by a representative of Borrower. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($750 850.00) per person person, per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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; provided, however, that so long as no Event of Default has occurred, Borrower shall not pay for more than four (4) audits in any Fiscal Year, except for any audits of a Target in connection with a proposed Acquisition.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place times upon at any time)least 24 hours' prior notice, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, the Bonds or the Mortgage Loans by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder. The inspection and audit rights of Lender hereunder are subject to the confidentiality obligations set forth in SECTION 24 hereof.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, upon reasonable advance notice to Borrower if no Default Period then exists, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's 59 Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements Loan Documents as Agent Lender shall at any time and from time to time reasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's 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. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountantsaccountants (provided that, a representative of Borrower shall have been afforded the opportunity to 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 Lender or to Obligors' Borrower’s independent public accountants. Borrowers For each inspection or audit conducted by Lender hereunder, Borrower shall pay to Agent all customary Lender (a) fees at Lender’s then-current per diem rate, plus (currently $750 per person per dayb) and all costs and out-of-pocket expenses incurred by Agent Lender; provided, however, that, notwithstanding the foregoing or Lender in anything else contained herein, while no Default Period exists the exercise of its rights hereunder, and all of 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrencetimes, and during the continuance, of an with reasonable prior notice to Borrower so long as no Event of Default, such inspections may take place at any time)Default is then continuing, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or and/or any Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants, provided, that Borrower shall be given a reasonable opportunity to have an officer present at any such meeting. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder; provided, that such fees and expenses shall not exceed Ten Thousand Dollars ($10,000) during any calendar year unless an Event of Default has occurred.

Inspection and Audits. Each Obligor Borrower shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or and/or any Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 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 be Twenty Thousand and No/100 Dollars ($20,000.00) during any calendar year.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower'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 such Borrower's name. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.;

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's places of business at any reasonable time during normal business hours (provided that and upon prior written notice prior to the occurrence of an Event of Default and at any time and with no prior notice required at any time after the occurrence, and during the continuance, occurrence of an Event of Default, such inspections may take place at Borrower's and/or any time)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 such Obligor's the books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor'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 such ObligorBorrower's and/or any Guarantor's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. 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, in Agent's namethe name of Lender, Borrower, any Guarantor or otherwise, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's or Guarantor's Accounts, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower (and any Guarantor) with any officers, employees or directors of such Obligor Borrower or with its Parent or the officers, employees or directors of its Parentany Guarantor, and to discuss the financial condition of such Obligor Borrower (and any Guarantor) with such ObligorBorrower's independent public accountants. Any such discussions with the accountants shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender, upon demand, all customary fees (currently $750 per person per day) and 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 costs and reasonable out-of-pocket costs and expenses incurred by Agent or Lender and each auditor (including without limitation, air fare, meals and lodging) in the exercise of its rights hereunder, and all conduct of such feesan audit; provided, costs 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 Loans hereunderpay for only one (1) such field audit or inspection in any twelve (12) month period).

Inspection and Audits. Each Obligor Loan Party shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Loan Party’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Loan Party’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Loan Party’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Loan Party’s business as Agent may consider reasonable under the circumstances; provided, that so long as no Event of Default has occurred and is continuing, such inspections shall be limited to one (1) per calendar quarter. Each Obligor Loan Party shall furnish to Agent such information relevant to Agent's or ’s and/or any Lender's ’s rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time requestrequest in its Permitted Discretion. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Loan Party’s Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Loan Party authorizes Agent and Lender Lenders to, subject to their duty of confidentiality contained herein, discuss the affairs, finances and business of such Obligor Loan Party with any officers, employees or directors of such Obligor Loan Party or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Loan Party with such Obligor's Loan Party’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Loan Party’s independent public accountants. Borrowers Loan Parties shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Credit Party shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Credit Party’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Credit Party’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Credit Party’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Credit Party’s business as Agent may consider reasonable under the circumstances. Each Obligor Credit Party shall furnish to Agent such information relevant to Agent's or ’s and/or any Lender's ’s rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Credit Party’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 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). Each Obligor Credit Party authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Credit Party with any officers, employees or directors of such Obligor Credit Party or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Credit Party with such Obligor's Credit Party’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Credit Parties’ independent public accountants. Borrowers Credit Parties shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit Administrative Agent, or any Persons designated by it, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Administrative Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Administrative Agent shall at any time and from time to time request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Administrative Agent and Lender its agents to discuss the affairs, finances and business of such Obligor Borrower with any senior officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees senior officers or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Administrative Agent or to Obligors' such Borrower’s independent public accountants. Borrowers Each Borrower shall pay to Administrative Agent all customary fees (currently $750 per person per day) and all costs and reasonable, documented out-of-pocket costs and expenses incurred by Administrative Agent or Lender in the exercise of its rights 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 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 on any such audit or inspection at its own cost.

Inspection and Audits. Each Obligor Accel Inc. and its Subsidiaries shall permit Administrative Agent, or any Persons designated by it, to call at such Obligor's Person’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)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 such Obligor's Person’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Person’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Person’s business as Administrative Agent may consider reasonable under the circumstances. Each Obligor Accel Inc. and its Subsidiaries shall furnish to Administrative Agent such information relevant to Administrative Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Administrative Agent shall at any time and from time to time request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Accel Inc.’s and/or any Subsidiary’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor authorizes Accel Inc. and its Subsidiaries authorize Administrative Agent and Lender its agents to discuss the affairs, finances and business of such Obligor Accel Inc. and its Subsidiaries with any officers, employees or directors of such Obligor Accel Inc. and its Subsidiaries or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and and, so long as Borrower is given an opportunity to participate in all such discussions, to discuss the financial condition of such Obligor Accel Inc. and its Subsidiaries with such Obligor's Accel Inc.’s independent public accountants. Any such discussions shall be without liability to Administrative Agent or to Obligors' Accel Inc.’s independent public accountants. Borrowers Borrower shall pay to Administrative Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Administrative Agent or Lender in the exercise of its rights 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 Loans hereunder. Any Lender may accompany Administrative Agent on any such audit or inspection at its own cost.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrower’s places of business upon reasonable notice, at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delaydelay by Borrowers, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements Loan Documents as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's 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 such Borrower’s name. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants. Any Subject to Section 16.07, any such discussions shall be without liability to Agent Lender or to Obligors' Borrower’s independent public accountants. 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 customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunder, and all of Lender. 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or ’s and/or any Lender's ’s ​ 42 ​ ​ ​ rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender Xxxxxxx to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Xxxxxxxx’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Borrowers’ independent public accountants. Borrowers shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder. Notwithstanding the foregoing, provided no Event of Default has occurred, the Agent shall 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 limit if an Event of Default has occurred.

Inspection and Audits. Each Obligor shall permit AgentLender, or any Persons designated by it, to call at such Obligor's ’s places of business at any reasonable time during normal business hours after giving reasonable advance notice (provided except that after the occurrence, and during the continuance, of if an Event of DefaultDefault shall have occurred, no such inspections may take place at any timenotice shall be required), and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's ’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's ’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's ’s business as Agent Lender may consider reasonable under the circumstances; provided that, so long as no Event of Default has occurred and is continuing, Lender shall not undertake more than three such inspections and/or audits of Borrower and its consolidated Subsidiaries in any calendar year. Each Obligor shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such each Obligor'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 such Obligor’s name. Each Obligor authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor with any officers, employees or directors of such Obligor or with its Parent parent or any Affiliate or the officers, employees or directors of its Parentparent or any Affiliate, and to discuss the financial condition of such Obligor with such Obligor's its independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' such Obligor’s independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect and appraise the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lxxxxx may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements Loan Documents as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lxxxxx’s name, to verify the validity, amount or any other matter relating to any of such Obligor's 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. Each Obligor Bxxxxxxx authorizes Agent and Lender Lxxxxx to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Bxxxxxxx’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower’s independent public accountants. Borrowers For each inspection or audit conducted by Lxxxxx xxxxxxxxx, Borrower shall pay to Agent all customary Lender (a) fees at Lender’s then-current per diem rate, plus (currently $750 per person per dayb) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunder, and all of Lxxxxx. 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to examine or inspect the Collateral and to examine, inspect, audit, check and make extracts from such Obligor's the books, records, journals, orders, receipts and any correspondence and other data relating to the business of such Obligor's businessBorrower (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 ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's namethe name of Lender, such Borrower or otherwise, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower (and its Subsidiaries) with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower (and it Subsidiaries) with such ObligorBorrower's independent public accountants. Any such discussions with the accountants shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. 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 customary fees (currently $750 per person per day) and all costs and out-of-pocket costs and expenses incurred by Agent or Lender and each auditor (including without limitation, air fare, meals and lodging) in the exercise conduct of its rights hereundersuch an audit, and all of such fees, 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower'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 such Borrower’s name. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall, and US Borrower shall cause each other Company to, permit AgentLender, or any Persons designated by it, to call at such Obligor's each Company’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's each Company’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Company’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Company’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall, and US Borrower shall cause each other Company to, furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's US Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor each Company with any officers, employees or directors of such Obligor any Company or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor each Company with such Obligor's Company’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' any Company’s independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Parent and the Borrowers shall permit AgentLender, or any Persons designated by it, to call at such Obligor's any of the Borrowers' respective places of business business, upon reasonable notice and at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, but without undue disruption to the Borrowers' business, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's any books, records, journals, orders, receipts and any correspondence of Parent or any Borrower and other data relating to such ObligorParent's or any Borrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorParent's or any Borrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Parent and the Borrowers shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such Obligor's Accountsthe Accounts of any Borrower, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor Parent and each Borrower authorizes Agent and Lender to discuss the affairs, finances and business of Parent or such Obligor Borrower with any officers, employees (as designated by the Parent or the Borrowers) or directors of such Obligor Borrower or with its Parent or the officers, employees or directors of its Parentany Affiliate, and to discuss the financial condition of Parent or such Obligor Borrower with Parent's and such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Parent's or such Borrower's independent public accountants. The Borrowers shall agree jointly and severally to pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunder, 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrowers and each other Loan Party shall permit AgentLender, or any Persons designated by it, to call at such Obligor's any Borrower’s and any other Loan Party’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times upon reasonable notice, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Person’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Person’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Person’s business as Agent Lender may consider reasonable under the circumstances, in each case, at Borrowers’ reasonable expense; provided, Lender shall not do any of the foregoing more than two (2) times per year unless an Event of Default has occurred and is continuing. Each Obligor Borrowers and each other Loan Party shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Agent Lender shall at any time and from time to time reasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s or any other Loan Party’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower and each other Loan Party authorizes Agent Lender and Lender its agents to discuss the affairs, finances and business of such Obligor Person with any officers, employees or directors of such Obligor Person or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Person with such Obligor's Person’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' such Person’s independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and reasonable out-of-pocket expenses (including, without limitation, airfare, lodging and meals) incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or ’s and/or any Lender's ’s rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time reasonably request. Agent, through its officers, employees or agents shall have the right, at any reasonable time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’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 Borrower’s name. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunderunder this 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 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 be Thirty Thousand and No/100 Dollars ($30,000.00) per Fiscal Year of Borrower, plus all costs and out-of-pocket expenses incurred by Agent in the exercise of its rights under this subsection 12(d).

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower'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 such Borrower's name. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Upon five (5) Business Days prior written notice so long as no Default or Event of Default exists, Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrower’s places of business at any reasonable time times during normal business hours (provided that after the occurrence, and during the 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 such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents agents, shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's 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. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants, which shall be attended by a representative of Borrower. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently Eight Hundred Fifty and No/100 Dollars ($750 850.00) per person person, per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Term Loans hereunder; provided, however, that so long as no Event of Default has occurred, Borrower shall not pay for more than four (4) audits in any Fiscal Year, except for any audits of a Target in connection with a proposed Acquisition.

Inspection and Audits. Each Obligor US Borrower shall, and shall cause each other Company to, permit AgentLender, or any Persons designated by it, to call at such Obligor's each Company’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's each Company’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Company’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Company’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor US Borrower shall, and shall cause each other Company to, furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's US Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor US Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor each Company with any officers, employees or directors of such Obligor any Company or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor each Company with such Obligor's Company’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' any Company’s independent public accountants. Borrowers US Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.;

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's or any of its Subsidiaries' places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's or any of its Subsidiaries' business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower and each of its Subsidiaries shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower and each of its Subsidiaries authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower and each of its Subsidiaries with any officers, employees or directors of such Obligor Borrower and each of its Subsidiaries or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower and each of its Subsidiaries with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower's independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses actually incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.;

Inspection and Audits. Each Obligor Borrower shall permit AgentAgent and Lenders, or any Persons designated by itAgent, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or ’s and/or any Lender's ’s rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Agent or any Lender or to Obligors' Borrowers’ independent public accountants. Borrowers shall pay to Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder. Notwithstanding the foregoing, provided no Event of Default has occurred, the Agent shall be limited to two (2) inspections per calendar year.

Inspection and Audits. Each Obligor Borrowers shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrowers' places of business at any reasonable time during normal business hours (provided that two times each year and after the occurrence, occurrence and during the continuance, continuance of an Event of Default, such inspections may take place Default at any time)reasonable times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligoreach Borrower's books, records, journals, orders, receipts and any correspondence and other data relating to such Obligoreach Borrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligoreach Borrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such Obligora Borrower's Accounts, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor authorizes Agent and Borrowers authorize Lender to discuss the affairs, finances and business of such Obligor Borrowers with any officers, employees or directors of such Obligor Borrowers or with its a Parent or any Affiliate or the officers, employees or directors of its Parenta Parent or any Affiliate, and to discuss the financial condition of such Obligor Borrowers with such Obligor's Borrowers' independent public accountants. Any such discussions shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time), times and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and Lender shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower, or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder. 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 use reasonable efforts to notify Borrowers of any change in such audit schedule.

Inspection and Audits. Each Obligor Borrower shall permit Administrative Agent, or any Persons designated by it, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)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 such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Administrative Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Administrative Agent such information relevant to Administrative Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Administrative Agent shall at any time and from time to time request. Administrative Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Administrative Agent and Lender its agents to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and and, so long as Borrower is given an opportunity to participate in all such discussions, to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Administrative Agent or to Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Administrative Agent all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Administrative Agent or Lender in the exercise of its rights 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 Loans hereunder. Any Lender may accompany Administrative Agent on any such audit or inspection at its own cost.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances, including verifications with account debtors of such Borrower. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements Loan Documents as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in AgentLender's name, to verify the validity, amount or any other matter relating to any of such ObligorBorrower's Accounts, by mail, telephone, telecopy, electronic mail, telegraph or otherwise. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants. Any such discussions shall be without liability to Agent Lender or to ObligorsBorrowers' independent public accountants. Borrowers shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunderunder 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 Loans hereunder.hereunder (provided, so long as no Event of Default has occurred, following the first anniversary of this Agreement, Borrowers' shall not be required to reimburse Lender for more than two field audits in any subsequent year);

Inspection and Audits. Each Obligor Borrowers shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrowers’ places of business at any reasonable time times during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time), and, without hindrance or unreasonable delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrowers’ books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrowers’ business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrowers’ business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrowers shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrowers’ Accounts, by mail, telephone, telecopy, electronic 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. Each Obligor authorizes Agent and Borrowers authorize Lender to discuss the affairs, finances and business of such Obligor Borrowers, as it directly relates to the Loans or the Collateral, with any officers, employees employees, directors or directors managers of such Obligor Borrowers or with its their Parent or any Affiliate or the officers, employees employees, directors or directors managers of its Parenttheir Parent or any Affiliate, and to discuss the financial condition of such Obligor Borrowers with such Obligor's Borrowers’ independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrowers’ independent public accountants, provided that the information obtained therefrom shall be kept confidential by Lender in accordance with Section 26 hereof. Borrowers shall pay to Agent all customary fees Lender the collateral management (currently $750 per person per dayaudit) fee specified in section 4(c) above as payment for the above-referenced inspection and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunder, and all of such audit 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's Borrower’s places of business at any reasonable time during normal business hours (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent Lender may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements as Agent Lender shall at any time and from time to time reasonably request. AgentLender, through its officers, employees or agents shall have the right, at any reasonable time and from time to time, in Agent's Lender’s name, to verify the validity, amount or any other matter relating to any of such Obligor's 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 Borrower’s name. Each Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' Borrower’s independent public accountants. Borrowers Borrower shall pay to Agent Lender all customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunderunder this 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 Loans hereunder; provided, that, prior to the occurrence and continuance of an Event of Default, the maximum amount Borrower shall be 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, plus all costs and out-of-pocket expenses incurred by Lender in the exercise of its rights under this subsection 12(d). (m) Subsections 13(b), 13(e) and 13(f) of the Agreement are deleted in their entirety and the following is substituted in its place:

Inspection and Audits. Each Obligor Borrower shall permit Agent, or any Persons designated by it, to call at such ObligorBorrower's places of business at any reasonable time times and during normal business hours so long as Agent has provided such Borrower with seven (provided that after the occurrence, and during the continuance, of an Event of Default, such inspections may take place at any time)7) days' prior written notice, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such ObligorBorrower's books, records, journals, orders, receipts and any correspondence and other data relating to such ObligorBorrower's business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such ObligorBorrower's business as Agent may consider reasonable under the circumstances. Each Obligor Loan Party shall, and shall cause each of its Subsidiaries to, furnish to Agent such information relevant to Agent's or Lender's rights under this Agreement and the Other Agreements as Agent shall at any time and from time to time reasonably request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify the validity, amount or any other matter relating to any of such Obligora Borrower's Accounts, by mail, telephone, telecopy, electronic mail, 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 Obligor Borrower authorizes Agent and Lender to discuss the affairs, finances and business of such Obligor Borrower or any of its Subsidiaries with any officers, employees or directors of such Obligor or with its Parent or the officers, employees or directors of its ParentBorrower, and to discuss the financial condition of such Obligor Borrower with such ObligorBorrower's independent public accountants, in each case upon reasonable notice and at such reasonable times during normal business hours as Agent may reasonably request. Any such discussions shall be without liability to Agent Agent, any Lender or to ObligorsBorrowers' independent public accountantsaccountants except in connection with any liability resulting from the gross negligence or willful misconduct of any such Person. Borrowers shall pay to Agent all customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereunderpay for reasonable costs and expenses in connection with more than two (2) inspections and audits in any twelve (12) month period.

Inspection and Audits. Each Obligor Borrower shall permit AgentLender, or any Persons designated by it, to call at such Obligor's places each Borrower’s place of business at any reasonable time times during normal business hours (provided that after the occurrencehours, and during the continuance, of an Event of Default, such inspections may take place at any time)upon reasonable prior written notice, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from such Obligor's each Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's each Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's each Borrower’s business as Agent Lender may consider reasonable under the circumstances; provided, that unless an Event of Default 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 Lender shall not exceed $10,000 per inspection. Each Obligor Borrower shall furnish to Agent Lender such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Agent Lender shall at any time and from time to time reasonably request. AgentLender, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's name, to verify with any Borrower the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, or otherwise. Each Obligor Borrower authorizes Agent Lender and Lender its agents to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor Borrower or with its Parent or any Affiliate or the officers, employees or directors of its ParentParent or any Affiliate, and to discuss the financial condition of such Obligor each Borrower with such Obligor's Borrower’s independent public accountants. Any such discussions shall be without liability to Agent Lender or to Obligors' 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. The Borrowers shall pay to Agent Lender all reasonable customary fees (currently $750 per person per day) and all costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights hereunderunder this Section 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 Loans hereunder.

Inspection and Audits. Each Obligor Borrower shall permit Agent, or any Persons designated by it, to call at such Obligor's Borrower’s places of business at any reasonable time times and during normal business hours so long as Agent has provided such Borrower with prior written notice (provided that after the occurrence, and during the continuance, of no such notice shall be required if an Event of Default, such inspections may take place at any timeDefault 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 such Obligor's Borrowers’ books, records, journals, orders, receipts and any correspondence and other data relating to such Obligor's Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Obligor's Borrower’s business as Agent may consider reasonable under the circumstances. Each Obligor Borrower shall furnish to Agent such information relevant to Agent's or Lender's ’s rights under this Agreement and the Other Agreements other Loan Documents as Agent shall at any time and from time to time request. Agent, through its officers, employees or agents shall have the right, at any time and from time to time, in Agent's ’s name, to verify the validity, amount or any other matter relating to any of such Obligor's Borrower’s Accounts, by mail, telephone, telecopy, electronic mail, mail or otherwise. Each Obligor Borrower authorizes Agent and Lender Lenders to discuss the affairs, finances and business of such Obligor Borrower with any officers, employees or directors of such Obligor or with its Parent or the officers, employees or directors of its ParentSenior Management Officers, and to discuss the financial condition of such Obligor Borrower with such Obligor's Borrower’s independent public accountants, in each case upon reasonable notice as Agent may reasonably request. Any such discussions shall be without liability to Agent Agent, any Lender or to Obligors' Borrower’s independent public accountants. Subject to the limitations set forth in Section 4.2.8 hereof, Borrowers shall agree to pay to Agent all customary fees (currently $750 per person per day) and all reasonable costs and out-of-pocket expenses incurred by Agent or Lender in the exercise of its rights 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 Loans hereundertherefor.