Common use of Inspection of Property and Books and Records Clause in Contracts

Inspection of Property and Books and Records. Such Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice at times to be mutually agreed by the Required Purchasers and such Credit Party once per calendar year (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Purchasers shall have access at any and all times during the continuance thereof): (a) provide access to such property to such Purchaser as the Required Purchasers may designate (the “Designated Purchaser”) and any of its Related Persons; providedand (b) permit the Designated Purchaser and any of its Related Persons to conduct field examinations, furtheraudit, inspect, and make extracts and copies from all of such Credit Party’s books and records, in each instance, at the Credit Parties’ expense; provided that the Borrower Credit Parties shall not only be required obligated to reimburse the costs Purchasers for the reasonable and documented expenses of the Administrative Agent one such field examination, audit and the Lenders collectively for inspection per calendar year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Purchaser may accompany the Designated Purchaser or its Related Persons in connection with any inspection at such Purchaser’s expense.

Inspection of Property and Books and Records. Such (a) Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity accordance with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder). (b) Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to, with respect to permiteach owned, representatives leased, or controlled property, during normal business hours and upon reasonable advance notice, provide access to such property to the Administrative Agent and Revolver Agent and any of their Related Persons; provided that only the Administrative Agent and Revolver Agent on behalf of the Lenders may exercise rights under this Section 4.9(b) and the Administrative Agent and Revolver Agent shall not exercise such rights more than two (2) times, in aggregate, during any calendar year and only one (1) such time shall be at the Borrower’s expense (in each case, unless an Event of Default shall have occurred and be continuing, in which event the Administrative Agent and Revolver Agent shall have access during normal business hours and upon reasonable advance notice and may exercise such as frequently as the Administrative Agent and Revolver Agent determine to be appropriate). Each Agent shall consult with the other Agent on the timing of such inspections. The Administrative Agent and Revolver Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent contractors (subject topublic accountants. Any Agent and any Lender may accompany any other Agent or its Related Persons in connection with any inspection, in the case of representatives or independent contractorsa Lender, at such representatives or independent contractors executing confidentiality agreements Lender’s expense. Notwithstanding anything to the contrary in form reasonably satisfactory to Holdings) this Section 4.9, none of the Administrative Agent Borrower or its designees, at the Borrower’s expense, to visit and inspect any of their respective propertiesthe Restricted Subsidiaries will be required to disclose, to examine their respective corporatepermit the inspection, financial and operating records, and make examination or making copies thereof or abstracts therefromof, and or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agentor their respective representatives or contractors) may do is prohibited by law or any of the foregoing at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required binding agreement or (c) is subject to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuingattorney-client or similar privilege or constitutes attorney work product.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated thereindisclosed herein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and each Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to each Agent and any of its Related Persons (who may be accompanied by one or more Lenders, as a group), as frequently as any Agent reasonably determines to be appropriate, but, unless an Event of Default shall have occurred and be continuing, such Agent or Related Person shall use reasonable efforts to conduct such visits without disruption to the business or causing undue burden on such Credit Party; and (b) permit each Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that any Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, the Credit Parties shall only be obligated to reimburse the costs of the Administrative Agent for the expenses of one such field examination, audit and the Lenders collectively for inspection per calendar year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Lender may accompany any Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Each Note Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Note Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Agent and its Related Persons and any Purchaser with a Commitment Percentage in excess of 5% and its Related Persons shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Agent and any of its Related Persons, and permit the Agent and any of its Related Persons to audit, inspect and make extracts and copies from all of such Note Party’s books and records as frequently as the Agent reasonably determines to be appropriate; provided(b) provide access to such property to any Purchaser with a Commitment Percentage in excess of 5% and any of its Related Persons, furtherand permit such Purchaser or Related Persons to audit, inspect and make extracts and copies from all of such Note Party’s books and records upon the request of such Purchaser (provided that such Purchaser shall reasonably coordinate with the other Purchasers so that they have the reasonable opportunity to join in such visit); and (c) permit the Agent and any of its Related Persons, to conduct field examinations, evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless or any Purchaser reasonably considers advisable. When an Event of Default has occurred and is continuing, all such audits, field examinations, evaluations, verifications and other inspections shall be at the Note Parties’ expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in conformity in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person other than minor errors or omissions that do not adversely impact such records and accounts. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent or Co-Collateral Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided, furtherthat notwithstanding any provision herein to the contrary, that the such field examinations with respect to each Borrower Group shall not only be required performed up to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year two (2) times in any calendar year, (i) unless a Trigger Event shall have occurred with respect to any Borrower Group (unless a corresponding Trigger Reset Event has occurred with respect thereto), in which case, such field examinations shall be performed up to three (3) times each calendar year with respect to such Borrower Group or (ii) at any time an Event of Default has occurred and is continuing, in which case, such field examinations shall be performed as frequently as Agent or Co-Collateral Agent, as the case may be, determines. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Each Loan Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Lender shall have access at any and all times during the continuance thereof): (a) provide access to reimburse the costs such property to Lender and any of its Related Persons (including a representative of the Administrative Agent U.S. Small Business Administration), as frequently as Lender determines to be appropriate; and (b) permit Lender and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records, and evaluate and make physical verifications of the Lenders collectively for more than one visit per Fiscal Year unless an Inventory and other Collateral in any manner and through any medium that Lender considers advisable, in each instance, at the Loan Parties’ expense. Notwithstanding the immediately preceding sentence, so long as no Default or Event of Default has occurred and is continuing, such visits, examinations, audits and inspections shall be limited to two per calendar year by the Lender at the sole cost and expense of the Loan Parties; provided, however, that (y) any such visits, examinations, audits and inspections which are made while any Default or Event of Default has occurred is continuing shall not be subject to the foregoing limitation and shall be at the sole cost and expense of the Loan Parties and (z) any such visits, inspections or examinations which are made at the cost and expense of the Lender, regardless of whether a Default or Event of Default has occurred and is continuing, shall not be limited to one per calendar year.

Inspection of Property and Books and Records. Such Each Credit Party will, and will cause each of its Restricted Subsidiaries to, maintain a system of accounting established and administered in accordance with GAAP in all material respects, and will, and will cause each of its Restricted Subsidiaries to, keep adequate records and books of account in which complete and correct entries in all material respects will be made in accordance with such accounting principles consistently applied and reflecting all transactions required to be reflected by such accounting principles. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and accountwith respect to each owned, in which fullleased, true and correct entries in all material respects in conformity with GAAP or SAPcontrolled property, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Co-Collateral Agents shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Co-Collateral Agents and any of their Related Persons (subject to accountants’ customary policies and procedures), as frequently as the Co-Collateral Agents determine to be appropriate, upon reasonably advance notice to the Borrowers, for the purposes of inspecting, verifying and auditing the Collateral and all of each Credit Party’s books and records (including making extracts and copies thereof); and (b) permit the Co-Collateral Agents and any of their Related Persons to conduct field examinations; provided, that (i) the Co-Collateral Agents shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrowers’ expense and (ii) if Excess Availability is less than 20% of the then existing Revolving Loan Commitments for a period of three consecutive Business Days, the Co-Collateral Agents shall be permitted to request, and the Credit Parties shall be required to bear the cost of, two such field examinations in any calendar year; provided, further, that that, notwithstanding any of the Borrower foregoing, upon the occurrence and during the continuation of an Event of Default, there shall not be no limit on the number of inspections or field examinations which may be requested by the Co-Collateral Agents or the Required Lenders, and the Borrowers shall be required to reimburse bear the costs cost of the Administrative Agent all such inspections and the Lenders collectively for more than one visit per Fiscal Year unless field examinations. If an Event of Default has occurred and is continuing, any Lender may accompany the Co-Collateral Agents or their Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Party shall, The Borrower shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Borrower and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may beSubsidiaries. Such Credit Party The Borrower shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, (at the expense of the Borrower; provided that the Borrower shall be responsible for such expenses not more than one (1) time per year unless an Event of Default has occurred and is continuing), or any Lender (at such Lender’s expenseexpense unless an Event of Default shall have occurred and be continuing), to visit and inspect any of their respective propertiesProperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided provided, however, that members of senior management will be notified and permitted the foregoing shall not give rise to an independent right to conduct or cause to be present during any conducted a collateral audit (it being agreed that subsection 4.2(f) hereof shall be the sole provision of this Agreement governing Agent and Lenders’ right to conduct such meetingsa collateral audit); and provided, further, that however, when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property in connection with this Agreement to Agent and any of its Related Persons as frequently as Agent determines to be appropriate; provided(b) permit Agent and any of its Related Persons to inspect, furtheraudit and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records; (c) permit Agent and its Related Persons to perform a compliance assessment not more frequently than once in any twelve-month period at Agent’s expense, unless a compliance assessment has otherwise been performed by a third party auditor acceptable to Agent during the most recently ended twelve-month period; and (d) permit Agent and its Related Persons to inspect, review, evaluate and make physical verifications and appraisals of all Accounts, Inventory, Eligible Equipment, Eligible Real Estate and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Borrower Credit Parties’ expense provided the Credit Parties shall not be required to reimburse the responsible for costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year expenses, unless an Event of Default has occurred and is continuing, more than (i) four (4) times per year with respect to Inventory Appraisals, (ii) four (4) times per year with respect to field examinations of Accounts and Inventory and (iii) one (1) time per year with respect to Equipment Appraisals and Real Estate Appraisals. Any Lender may accompany Agent in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Each Loan Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Lender shall have access at any and all times during the continuance thereof): (a) provide access to reimburse the costs such property to Lender and any of its Related Persons, as frequently as Lender determines to be appropriate; and (b) permit Lender and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records, and evaluate and make physical verifications of the Administrative Agent Inventory and other Collateral in any manner and through any medium that Lender considers advisable, in each instance, at the Lenders collectively for more than one visit per Fiscal Year unless an Loan Parties’ expense. Notwithstanding the immediately preceding sentence, so long as no Default or Event of Default has occurred and is continuing, such visits, examinations, audits and inspections shall be limited to two per calendar year by the Lender at the sole cost and expense of the Loan Parties; provided, however, that (y) any such visits, examinations, audits and inspections which are made while any Default or Event of Default has occurred is continuing shall not be subject to the foregoing limitation and shall be at the sole cost and expense of the Loan Parties and (z) any such visits, inspections or examinations which are made at the cost and expense of the Lender, regardless of whether a Default or Event of Default has occurred and is continuing, shall not be limited to one per calendar year.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to reimburse the costs such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Administrative Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided (1) if no Default or Event of Default exists, such audits and the Lenders collectively for more than inspections shall be limited to one visit per Fiscal Year unless and (2) the Credit Parties shall only be obligated to reimburse Agent for the expenses of one such field examination, audit and inspection per calendar year or more frequently if an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP (or SAP, as applicable, the applicable foreign equivalent in the case of Foreign Subsidiaries) consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and each Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to each Agent and any of its Related Persons, as frequently as such Agent determines to be appropriate; and (b) permit each Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party's books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that such Agent considers advisable, in each instance, at the Credit Parties' expense; provided the Credit Parties shall only be obligated to reimburse Agents for the costs expenses of the Administrative one such field examination, audit and inspection per calendar year per Agent and the Lenders collectively for or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Lender may accompany an Agent or its Related Persons in connection with any inspection at such Lender's expense. Each Credit Party which keeps records relating to Collateral in the Province of Quebec shall at all times keep a duplicate copy thereof at a location outside the Province of Quebec, as listed in Schedule 3.21.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Bank shall have access at any and all times during the continuance thereof): (a) provide access to such property to Bank and any of its Related Parties and (b) permit Bank and any of its Related Parties to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of Collateral in any manner and through any medium that Bank considers advisable, in each instance, at the Credit Parties’ expense; provided, that access shall be provided to Bank and any of its Related Parties as frequently as Bank reasonably determines to be appropriate; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year that, unless an Event of Default has shall have occurred and be continuing, Credit Parties only shall be required to reimburse Bank and any of its Related Parties for only one such examination per calendar year. Notwithstanding anything to the contrary in this Section 6.9, Section 6.02(i) or any other provision of the Loan Documents, neither Borrower nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information; provided, that during the continuation of an Event of Default, such documents or information shall be provided to Bank upon its request therefor so long as such request is continuingmade in furtherance of the Bank’s exercise of rights and remedies hereunder, (ii) in respect of which disclosure to Bank (or their respective representatives or contractors) is prohibited by Law or any binding agreement (not entered into in contemplation of circumventing the requirements hereof) or (iii) is subject to attorney-client or similar privilege which has been asserted by the Borrower or a Subsidiary thereof or constitutes attorney work product similarly subject to such asserted privilege.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and the Administrative Agent shall have access at any and all times during the continuance thereof): (a) provide access to reimburse the costs of such property to the Administrative Agent and any of its Related Persons, as frequently as the Lenders collectively Administrative Agent determines to be appropriate; and (b) permit the Administrative Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that the Administrative Agent considers advisable, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to reimburse the Administrative Agent for the expenses of one such field examination, audit and inspection per calendar year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Lender may accompany the Administrative Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable in its Permitted Discretion, in each instance, at the Credit Parties’ expense; provided, the Credit Parties shall only be obligated to reimburse Agent for the expenses for (i) one such field Winnebago Credit Agreement 41858764 examination, audit and inspection per year, at any time there are no Loans and/or Letters of Credit outstanding hereunder, and (ii) two such field examinations, audits and inspections per year, at any time there are Loans and/or Letters of Credit outstanding hereunder; provided, further, that however, no such limitations on the Borrower reimbursements of Agent for field examinations, audits and inspections shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless apply at any time an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be reasonably appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, in addition to reimbursement of Agent for expenses of field examinations, audit and inspections prior to the Closing Date, a take-down field examination following the Closing Date and in connection with any Permitted Acquisition, the Credit Parties shall only be obligated to reimburse Agent for the costs of the Administrative Agent expenses for two such field examinations, audits and the Lenders collectively for inspections per year, or more than one visit per Fiscal Year unless frequently if either (i) an Event of Default has occurred and is continuingcontinuing or (ii) the average daily Availability in any fiscal month reaches or falls below $20,000,000. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such (a) Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. (b) Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (i) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; providedand (ii) permit Agent and any of its Related Persons to conduct field examinations, furtheraudit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable in its reasonable judgment, in each instance, at the Credit Parties’ expense; provided that the Borrower Credit Parties shall not only be required obligated to reimburse the costs of Agent for the Administrative Agent and reasonable expenses for (A) up to three (3) field examinations, audits or inspections in every twelve (12) month period, in the Lenders collectively for more than one visit per Fiscal Year unless an event that (x) no Event of Default has occurred and is continuingcontinuing and (y) Availability shall not have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (without giving effect to the Term Loan Push Down Reserve or the Term Loan Reserve Amount) (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period and (B) up to four (4) such field examinations, audits and inspections in any twelve consecutive month period, in the event that Availability shall have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (without giving effect to the Term Loan Push Down Reserve or the Term Loan Reserve Amount) (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period. There shall be no limit on the number of field examinations, audits and inspections conducted during the occurrence and continuance of an Event of Default and all such field examinations, audits and inspections shall be at the sole cost and expense of the Credit Parties. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense. (c) Each Credit Party shall, and shall cause each of its Subsidiaries to, permit Agent and any of its Related Persons from time to time, subject (except when a Default or Event of Default exists) to reasonable notice, to discuss with its officers, employees, agents, advisors and independent accountants such Person’s business, financial condition, assets (including Inventory, Credit Card Receivables and Private Label Credit Card programs), prospects and results of operations, and each such officer, employee, agent, advisor and independent accountant is hereby authorized and instructed to discuss and cooperate with Agent or such Related Person regarding the same. (d) The Credit Parties shall, and shall cause its Subsidiaries to, comply with the Private Label Credit Card Access and Monitoring Agreement and the PLCC Certificate. (e) The Credit Parties shall, and shall cause its Subsidiaries to, cause not less than one (1) physical inventory to be undertaken at not less than ninety-five (95%) percent of the Credit Parties’ Stores in each fifteen (15) consecutive calendar month period and one (1) physical inventory to be undertaken at each of the Credit Parties’ distribution centers in each twelve (12) consecutive calendar month period, at the expense of the Credit Parties, and in each case consistent with past practices, conducted by the inventory taker retained by the Credit Parties on the Restatement Effective Date or, if such inventory taker is replaced, then by an inventory taker reasonably satisfactory to Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be satisfactory to Agent. Agent, at the expense of the Credit Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Credit Party. The Borrower Representative, within fifteen (15) days following the completion of such inventory, shall provide Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Credit Party) and shall post such results to the Credit Parties’ stock ledgers and general ledgers, as applicable. Notwithstanding the foregoing, if any changes to the methodology or procedures used in conducting any such physical inventory occur after the Restatement Effective Date and such methodology or procedures are not acceptable to Agent in its reasonable discretion, Agent may require the Credit Parties, at their own expense, to re-conduct such physical inventory using third-party inventory takers reasonably satisfactory to Agent. The Credit Parties shall also permit Agent, in its reasonable discretion, if any Default or Event of Default exists, to cause such additional inventories to be taken as Agent determines (each, at the expense of the Credit Parties).

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable in its reasonable discretion, in each instance, (x) at the Credit Parties’ expense and (y) unless an Event of Default shall have occurred and be continuing, twice per calendar year; provided the Credit Parties shall only be obligated to reimburse Agent for the costs reasonable and documented out-of-pocket expenses of the Administrative one such field examination, audit and inspection per calendar year or more frequently if an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection (i) at such Lender’s expense if no Event of Default has occurred and the Lenders collectively for more than one visit per Fiscal Year unless is continuing and (ii) at Borrower’s expense if an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such Each Credit Party will, and will cause each of its Subsidiaries to, maintain a system of accounting established and administered in accordance with GAAP, and will, and will cause each of its Subsidiaries to, keep adequate records and books of account in which complete and correct entries will be made in accordance with such accounting principles consistently applied and reflecting all transactions required to be reflected by such accounting principles. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and accountwith respect to each owned, in which fullleased, true and correct entries in all material respects in conformity with GAAP or SAPcontrolled property, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year notice (unless an Event of Default has shall have occurred and be continuing, in which event no notice shall be required and the Co-Collateral Agents shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Co-Collateral Agents and any of their Related Persons, as frequently as the Co-Collateral Agents determine to be appropriate, for the purposes of inspecting, verifying and auditing the Collateral and all of each Credit Party’s books and records (including making extracts and copies thereof); and (b) permit the Co-Collateral Agents and any of their Related Persons to conduct field examinations; provided, that notwithstanding any provision herein to the contrary, (i) the Credit Parties shall only be obligated to reimburse the Co-Collateral Agents for the expenses of such field examinations occurring twice per any period of 12 consecutive months, (ii) if Excess Availability is continuingless than $75,000,000 for any period of 10 consecutive days, the Co-Collateral Agents shall be permitted to request, and the Credit Parties shall be required to bear the cost of, three such field examinations in any 12 consecutive month period, (iii) upon the occurrence and during the continuation of an Event of Default, there shall be no limit on the number of field examinations which may be requested by the Co-Collateral Agents or the Required Lenders, and the Borrowers shall be required to bear the cost of all such field examinations and (iv) the Co-Collateral Agents shall be permitted to request field examinations in addition to those provided for in clauses (i)-(iii) above, provided that the Co-Collateral Agents shall be required to bear the costs of any such additional field examinations. Any Lender may accompany the Co-Collateral Agents or their Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be reasonably appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, in addition to reimbursement of Agent for expenses of field examinations, audit and inspections prior to the Closing Date, a take-down field examination following the Closing Date and in connection with any Permitted Acquisition, the Credit Parties shall only be obligated to reimburse Agent for the costs of the Administrative Agent expenses for two such field examinations, audits and the Lenders collectively for inspections per year, or more than one visit per Fiscal Year unless frequently if either (i) an Event of Default has occurred and is continuingcontinuing or (ii) the average daily Availability in any fiscal month reaches or falls below $20,000,000. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP (or SAP, as applicable, the applicable foreign equivalent in the case of Foreign Subsidiaries) consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and each Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to each Agent and any of its Related Persons, as frequently as such Agent determines to be appropriate; and (b) permit each Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that such Agent considers advisable, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to reimburse Agents for the costs expenses of the Administrative one such field examination, audit and inspection per calendar year per Agent and the Lenders collectively for or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Lender may accompany an Agent or its Related Persons in connection with any inspection at such Lender’s expense. Each Credit Party which keeps records relating to Collateral in the Province of Quebec shall at all times keep a duplicate copy thereof at a location outside the Province of Quebec, as listed in Schedule 3.21.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated thereindisclosed herein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Administrative Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Administrative Agent and any of its Related Persons (who may be accompanied by one or more Lenders, as a group), as frequently as the Administrative Agent reasonably determines to be appropriate, but, unless an Event of Default shall have occurred and be continuing, the Administrative Agent or Related Person shall use reasonable efforts to conduct such visits without advance noticedisruption to the business or causing undue burden on such Credit Party; providedand (b) permit Administrative Agent and any of its Related Persons to conduct field examinations, furtheraudit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that the Borrower Administrative Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, the Credit Parties shall not only be required obligated to reimburse the costs of the Administrative Agent for the expenses of one such field examination, audit and the Lenders collectively for inspection per calendar year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Lender may accompany the Administrative Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Each Loan Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Lender shall have access at any and all times during the continuance thereof): (a) provide access to reimburse such property to Lender and any of its Related Parties, as frequently as Lender determines to be appropriate; and (b) permit Lender and any of its Related Parties to conduct inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records, in each instance, at the costs of Loan Parties’ expense. Notwithstanding the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an immediately preceding sentence, so long as no Default or Event of Default has occurred and is continuing, such visits, examinations, audits and inspections shall be limited to one per calendar year by Lender at the sole cost and expense of the Loan Parties; provided, however, that (y) any such visits, examinations, audits and inspections which are made while any Default or Event of Default has occurred is continuing shall not be subject to the foregoing limitation and shall be at the sole cost and expense of the Loan Parties and (z) any such visits, inspections or examinations which are made at the cost and expense of Lender, regardless of whether a Default or Event of Default has occurred and is continuing, shall not be limited to one time per calendar year.

Inspection of Property and Books and Records. Such Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may bemade. Such Each Credit Party shall permitwith respect to each owned, and shall cause each of its Restricted Subsidiaries to permitleased, representatives and independent contractors (subject toor controlled property, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, from time to time, but no more frequently than twice in any Fiscal Year, and in all cases accompanied by a representative of a Credit Party, (unless an Event of Default shall have occurred and be continuing, in which event as frequently as Agent determines to be appropriate); and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any reasonable manner, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to reimburse Agent for the costs of the Administrative Agent expenses for two such visits, field examinations, audits and the Lenders collectively for more than one visit inspections per Fiscal Year unless or more frequently if an Event of Default has occurred and is continuing.. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense. Table of Contents