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

Inspection of Property and Books and Records. (a) The Borrower shall keep or cause to be kept, and shall cause each Subsidiary to keep or cause to be kept, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior notice to the Borrower of at least 24 hours in advance; provided, however, that when an Event of Default exists the Administrative Agent or any Lender may take the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records.

Inspection of Property and Books and Records. (a) The Borrower Each Credit Party shall keep or maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be keptmade of all financial transactions and matters involving the assets and business of such Person. Each Credit Party shall, and shall cause each Subsidiary of its Subsidiaries to, with respect to keep each owned, leased, or cause to be keptcontrolled property, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advance; provided, however, that when (unless an Event of Default exists the Administrative shall have occurred and be continuing, in which event no notice shall be required and Agent or any Lender may take the actions specified in this sentence shall have access at any and all times during normal business hours the continuance thereof): (a) provide access to such property to Agent and without advance notice. One or more officersany of its Related Persons, employees or representatives of the Borrower may accompany the Administrative as frequently as Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. reasonably determines to be appropriate; and (b) Neither 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 of the Administrative Inventory and other Collateral in any manner and through any medium that Agent nor considers advisable, 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 examination, audit and inspection per year if the Aggregate Revolving Loan Commitment is not Drawn during such year, (ii) two such field examinations, audits and inspections per year if the Aggregate Revolving Loan Commitment is Drawn during such year, (iii) three such field examinations, audits and inspections per year if at any point during such year Availability is less than twenty percent (20%) of the Revolving Borrowing Base and (iv) any other field examination, audit or inspection upon the occurrence and during the continuance of a Default or an Event of Default, which field examination, audit or inspection shall not count against the limits set forth in clause (i), (ii) and (iii). Any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative may accompany Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on Related Persons in connection with any inspection or other inquiry by the Administrative Agent or any at such Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records’s expense.

Inspection of Property and Books and Records. (a) The Borrower shall keep or cause to be keptEach Credit Party shall, and shall cause each Subsidiary of its Subsidiaries to, with respect to keep each owned, leased, or cause to be keptcontrolled property, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advance; provided, however, that when (unless an Event of Default exists the Administrative shall have occurred and be continuing, in which event no notice shall be required and Agent or any Lender may take the actions specified in this sentence shall have access at any and all times during normal business hours the continuance thereof): (a) provide access to such property to Agent and without advance notice. One or more officersany of its Related Persons, employees or representatives of the Borrower may accompany the Administrative as frequently as Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. determines to be appropriate; and (b) Neither the Administrative permit Agent nor and any Lender has any duty of its Related Persons to visit conduct field examinations, audit, inspect and make extracts and copies (or inspect the Borrower's or any Subsidiary's properties or to examine or copy take originals if reasonably necessary) from all of such Credit Party’s books and records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making (provided, that any such visit examination, audit, inspections, extraction or inspectioncopying in respect of any personnel records (including medical records) will be subject to any applicable privacy or confidentiality restrictions whether imposed by contract or Requirement of Law), 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 Credit Parties’ expense; provided, that (x) Credit Parties shall only be obligated to reimburse Agent for the expenses for two such field examinations, audits and inspections per year or more frequently if an Event of Default has occurred and is continuing or during a Trigger Period and (y) Agent and each of its Related Persons shall not have access to license agreements with third parties which by their terms prohibit disclosure to non-Credit Parties for so long as any Inventory covered by such agreements is not included in the Borrowing Base. In the event that the Administrative Any Lender may accompany Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on Related Persons in connection with any inspection or other inquiry by the Administrative Agent or any at such Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records’s expense.

Inspection of Property and Books and Records. (a) The Borrower shall keep or cause to be keptSuch Credit Party shall, and shall cause each Subsidiary to keep or cause to be keptof its Subsidiaries to, adequate records (i) maintain proper books of record and book of account account, in which complete full, true and correct entries are to in all material respects shall be made reflecting its business and of all financial transactions and matters involving the assets and business of such Credit Party and such Subsidiary sufficient for the preparation of financial statements in conformity with GAAP or SAP, as required by applicable, consistently applied (except as stated therein) and (ii) maintain such books of record and account in material conformity with all applicable rules and regulations requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Subsidiary, as the Borrower or any Subsidiary or the transactions contemplated by this Agreementcase may be. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower Credit Party shall permit, and shall cause each Subsidiary of its 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 the Borrower) of the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time its designees, at the request of the Administrative AgentBorrower’s expense, to visit and inspect any of their respective properties, to examine the their respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, 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 and as often as may be reasonably desiredhours, upon prior reasonable advance notice to the Borrower Borrower; provided that members of at least 24 hours in advancesenior management will be notified and permitted to be present during any such meetings; and provided, howeverfurther, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may take do any of the actions specified in this sentence foregoing at any times time during normal business hours and without advance notice. One or more officers; provided, employees or representatives of further, that the Borrower may accompany shall not be required to reimburse the costs of the Administrative Agent or a Lender or their respective representatives when making any and the Lenders collectively for more than one visit or inspection described in the preceding sentenceper Fiscal Year unless an Event of Default has occurred and is continuing. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records.

Inspection of Property and Books and Records. (a) The Borrower Company shall keep or cause to be kept, and shall cause each Subsidiary to keep or cause to be kept, adequate records and book books of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower Company or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower Company shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders Banks or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the their respective corporate, financial and operating records, and, subject to Section 11.10, and to the confidentiality provisions contained in Section 10.08 of this Confidentiality Agreement or a Bank Confidentiality Agreement, as the case may be, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior notice to the Borrower of Company at least 24 hours in advance; provided, however, that when an Event of Default exists the Administrative Agent or any Lender may take the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives representations of the Borrower Company may accompany the Administrative Agent or a Lender Bank or their respective the representatives of such when making any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender Bank has any duty to visit or inspect the BorrowerCompany's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender Bank shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender Bank shall do any of the foregoing, foregoing it will be acting solely for the purposes of protecting the Administrative Agent or such Lender Bank and preserving its rights under this Agreement. Neither the Borrower Company nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any LenderBank. Neither the Administrative Agent nor any Lender Bank owes any duty of care to protect the Borrower Company or any other party against, or to inform the Borrower Company or any other party of, any adverse condition that may be observed as affecting the BorrowerCompany's or any Subsidiary's properties or business. The Administrative Agent or any Lender Bank may in its discretion disclose to the Borrower Company or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records.

Inspection of Property and Books and Records. (a) The Borrower Each Credit Party shall keep maintain and shall cause each of its Restricted Subsidiaries to maintain, books of record and account, in such a manner as to permit it to report its financial transactions and matters involving the assets or cause business of such Person in accordance with GAAP in all material respects consistently applied; provided that such Credit Party or Restricted Subsidiary may estimate GAAP results in good faith if the financial statements with respect to be kepta Permitted Acquisition are not maintained in accordance with GAAP, and may make such further adjustments as are reasonably necessary in connection with consolidation of such financial statements with those of the Credit Parties. Each Credit Party shall, and shall cause each Subsidiary of its Restricted Subsidiaries to, with respect to keep each real property owned or cause to be keptleased by it, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and upon reasonable advance notice: (a) provide access to such property for inspection by the Agent and any of its Related Persons and (b) permit the Agent and any of its Related Persons to conduct (i) field examinations of any Credit Party’s or Subsidiary’s books and records or any other financial or Collateral matters as often as may be reasonably desired, upon prior notice to the Borrower Agent deems appropriate and (ii) appraisals of at least 24 hours in advanceInventory. Borrowers shall reimburse Agent for all costs and expenses of (a) one field examination during each calendar year; provided, however, that when plus (b) one additional field examination during each calendar year if commenced during any Increased Field Exam Period; plus (c) one additional field examination during each calendar year if commenced during any Cash Dominion Period; plus (d) each field examination commenced during the existence of an Event of Default exists Default. Borrowers shall reimburse Agent for all costs and expenses of two inventory appraisals during each calendar year, plus each inventory appraisal commenced during the Administrative Agent or any Lender may take the actions specified in this sentence at any times during normal business hours existence of an Event of Default. Subject to and without advance notice. One or more officers, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any of limiting the foregoing, it will be acting solely Borrowers specifically agree to pay the standard charges of the Agent’s internal field examination group (including the Agent’s then standard per-person charges for each day that an employee or agent of the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor Affiliates is engaged in any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or recordsfield examination activities).

Inspection of Property and Books and Records. (a) The Borrower Each Credit Party shall keep or maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be keptmade of all financial transactions and matters involving the assets and business of such Person. Each Credit Party shall, and shall cause each Subsidiary of its Subsidiaries to, with respect to keep each owned, leased, or cause to be keptcontrolled property, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advance; provided, however, that when (unless an Event of Default exists the Administrative shall have occurred and be continuing, in which event no notice shall be required and Agent or any Lender may take the actions specified in this sentence shall have access at any and all times during normal business hours the continuance thereof): (a) provide access to such property to Agent and without advance notice. One or more officersany of its Related Persons, employees or representatives of the Borrower may accompany the Administrative as frequently as Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. reasonably determines to be appropriate; (b) Neither permit Agent and any of its Related Persons to audit, inspect and make extracts and copies from all of such Credit Party’s books and records; and (c) to the Administrative extent such field examinations or verifications are not obtained by the ABL Agent nor pursuant to the ABL Credit Agreement, permit Agent and any of its Related Persons to conduct field examinations, 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 the Credit Parties shall only be obligated to reimburse Agent for the expenses for (i) one such field examination, audit and inspection per year if the Aggregate Revolving Loan Commitment is not Drawn during such year, (ii) two such field examinations, audits and inspections per year if the Aggregate Revolving Loan Commitment is Drawn during such year, (iii) three such field examinations, audits and inspections per year if at any point during such year Availability is less than twenty percent (20%) of the Revolving Borrowing Base and (iv) any other field examination, audit or inspection upon the occurrence and during the continuance of a Default or an Event of Default, which field examination, audit or inspection shall not count against the limits set forth in clause (i), (ii) and (iii). Any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative may accompany Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on Related Persons in connection with any inspection or other inquiry by the Administrative Agent or any at such Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records’s expense.

Inspection of Property and Books and Records. (a) The Borrower Each Credit Party shall keep or maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be keptmade of all financial transactions and matters involving the assets and business of such Person. Each Credit Party shall, and shall cause each Subsidiary of its Subsidiaries to, with respect to keep each owned, leased, or cause to be keptcontrolled property, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advance; provided, however, that when (unless an Event of Default exists the Administrative shall have occurred and be continuing, in which event no notice shall be required and Agent or any Lender may take the actions specified in this sentence shall have access at any and all times during normal business hours the continuance thereof): (a) provide access to such property to Agent and without advance notice. One or more officersany of its Related Persons, employees or representatives of the Borrower may accompany the Administrative as frequently as Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. determines to be appropriate; and (b) Neither 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 Administrative Inventory and other Collateral in any manner and through any medium that Agent nor considers advisable, in each instance, at the Credit Parties’ expense; provided, that so long as no Event of Default has occurred and is continuing, the Credit Parties shall only be obligated to reimburse Agent for the expenses of (i) the field examination, audit and inspection conducted as part of seeking approval for the transactions contemplated hereunder, (ii) one such field examination, audit and inspection during any Lender has any duty to visit Fiscal Year ending on December 31, 2013 or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records thereafter and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making (ii) one additional field examination, audit and inspection in any such visit Fiscal Year (including the Fiscal Year ending on December 31, 2012) if at any time after the completion of the first field examination, audit or inspectioninspection referenced in clause (i) Availability is less than the Dominion/Reporting Threshold. In the event that the Administrative Any Lender may accompany Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on Related Persons in connection with any inspection or other inquiry at such Lender’s expense, subject to limitations determined by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or recordsreasonable discretion.

Inspection of Property and Books and Records. (a) The Each Borrower shall keep or cause to be keptmaintain, and shall cause each Subsidiary of its Restricted Subsidiaries to keep or cause to be keptmaintain, adequate records proper books of record and book of account account, in which complete full, true and correct entries are to in conformity with GAAP in all material respects consistently applied shall be made reflecting its business and of all material financial transactions and as required by applicable rules matters involving the assets and regulations business of any Governmental Authority having jurisdiction over the such Person in all material respects. Each Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permitshall, and shall cause each Subsidiary of its Restricted Subsidiaries to, with respect to permiteach owned, the Administrative Agent leased, or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agentcontrolled property, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior notice reasonable advance written notice: (a) provide access to such property to the Borrower Agent and any of its Related Persons, as frequently as the Agent reasonably determines to be appropriate; and (b) permit the Agent and any of its Related Persons to inspect and make extracts and copies from all of the Parent Borrower’s or such Restricted Subsidiary’s books and records, and evaluate and make physical verifications of the Collateral in any reasonable manner and through any reasonable medium that the Agent considers reasonable, in each instance, at least 24 hours in advancethe Borrowers’ expense; provided, however, that (i) the Agent shall not be permitted to exercise its rights under this Section 4.9 unless in compliance with Data Protection Laws and in any event more than once in any Fiscal Year unless an Event of Default has occurred and is continuing (in which event the Agent may exercise its rights hereunder at any and all times during the continuance thereof) and (ii) the Borrowers shall only be obligated to reimburse the Agent for the reasonable expenses of one such inspection per calendar year (or more frequently with respect to additional inspections conducted when an Event of Default exists has occurred and is continuing). Any Lender that is a Lender at such time may accompany the Administrative Agent or its Related Persons in connection with any inspection at such Xxxxxx’s expense. The Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Xxxxxxxx’s accountants. Notwithstanding anything to the contrary in this Section 4.9, neither the Parent Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent or any Lender may take the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender (or their respective representatives when making or contractors) is prohibited by any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's Requirement of Law or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of bona fide binding agreement with a Person which is not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any an Affiliate of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party againstParent Borrower, or to inform the Borrower unless and until any conditions imposed on such disclosure by any Requirement of Law or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result ofbona fide binding agreement have been met, or in connection with, any inspection of any such properties (iii) that is subject to attorney-client or recordssimilar privilege or constitutes attorney work product.

Inspection of Property and Books and Records. (a) The Borrower Each Credit Party shall keep or maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in material conformity with GAAP consistently applied shall be keptmade of all financial transactions and matters involving the assets and business of such Person. (b) Each Credit Party shall, and shall cause each Subsidiary of its Subsidiaries to, with respect to keep each owned, leased, or cause controlled property, 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 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 keptappropriate; and (ii) permit Agent and any of its Related Persons to conduct field examinations, adequate records audit, inspect and book make extracts and copies (or take originals if reasonably necessary) from all of account such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in which complete entries are any manner and through any medium that Agent considers advisable in its reasonable judgment, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to be made reflecting reimburse Agent for the reasonable expenses for (A) three (3) such field examinations, audits and inspections in any twelve consecutive month period, in the event that (x) no Event of Default has occurred and is continuing and (y) Availability shall not have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period, (B) 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 (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period, and (C) all field examinations, audits and inspections conducted during the occurrence and continuance of an Event of Default. Any Lender may accompany Agent or its business and financial transactions and as required by applicable rules and regulations of Related Persons in connection with any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permitinspection at such Lender’s expense. (c) Each Credit Party shall, and shall cause each Subsidiary to permitof its Subsidiaries to, the Administrative permit Agent or the Lenders or their representatives at and any reasonable time and of its Related Persons from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, andtime, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof (except when a Default or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior notice to the Borrower of at least 24 hours in advance; provided, however, that when an Event of Default exists the Administrative 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 any Lender may take such Related Person regarding the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentencesame. (bd) Neither The Credit Parties shall, and shall cause its Subsidiaries to, comply with the Administrative Agent nor any Lender has any duty to visit or inspect Private Label Credit Card Access and Monitoring Agreement and the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or recordsPLCC Certificate.

Inspection of Property and Books and Records. (a) The Borrower Company shall keep or cause to be kept, maintain and shall cause each Subsidiary of its Subsidiaries to keep or cause to be keptmaintain proper books of record and account, adequate records and book of account in which complete full, true and correct entries are to in conformity with GAAP consistently applied shall be made reflecting its business and of all financial transactions and as required by applicable rules matters involving the assets and regulations business of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereofCompany and such Subsidiaries. The Borrower Company shall permit, and shall cause each Subsidiary of its Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time Purchasers (at the request expense of the Administrative AgentCompany; provided that (a) if York Street is the Majority Purchaser, the Company shall be responsible for such expenses not more than one (1) time per year for each Purchaser and (b) if York Street is not the Majority Purchaser, the Company shall be responsible for such expenses not more than one (1) time per year for all Purchasers as a single group, in each case, unless an Event of Default has occurred and is continuing), to visit and inspect any of their respective propertiesProperties, to examine the their respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, all and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advanceCompany; and provided, further, however, that when an Event of Default exists the Administrative Agent or Original Purchasers may do any Lender may take of the actions specified in this sentence foregoing at the expense of the Company at any times time during normal business hours and without advance notice. One or more officers, employees or representatives .” (h) Section 4.10 of the Borrower may accompany Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: “The Company shall use the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described proceeds of the issuance of the Original Notes as set forth in Section 2.5 hereof. The Company shall use the preceding sentenceproceeds of the issuance of the Sponsor Notes in accordance with the provisions of Section 6(i) of the Ninth Amendment to the Note Purchase Agreement.” (bi) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any Section 5.5(a) of the foregoing, it will be acting solely for Note Purchase Agreement is hereby amended by inserting the purposes of protecting following parenthetical at the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose end thereof: “(including without limitation Indebtedness incurred pursuant to the Borrower or any other Person any findings made as a result ofCapital Call Notes, or in connection with, any inspection of any such properties or records.the Sponsor Notes and the Bonus Notes);”

Inspection of Property and Books and Records. (a) The Borrower Company -------------------------------------------- shall keep or cause to be kept, maintain and shall cause each Semiconductor Operations Subsidiary to keep or cause to be kept, adequate records and book of account in which complete entries are to be made reflecting its business and maintain financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of record and account shall be kept sufficient to permit the Company to prepare financial statements in a manner consistent accordance with GAAP if so kept on the date hereof. GAAP. (b) The Borrower Company shall permit, and shall cause each Semiconductor Operations Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request independent contractors of the Administrative Agent, Agent (i) to visit and inspect any of their respective material properties, (ii) to examine the their respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, and make copies thereof or abstracts therefrom, and (iii) to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Banks and at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance written notice to the Borrower of at least 24 hours in advanceCompany; provided, however, that when an Event of -------- ------- Default exists exists, the Administrative Agent or any Lender Bank may take do any of the actions specified in this sentence foregoing at the expense of the Company at any times time during normal business hours and without advance written notice. One At any time when no Event of Default has occurred and is continuing, any such representative, independent contractor or more officers, independent public accountants (other than employees or representatives of the Borrower may accompany Agent) selected by the Administrative Agent to perform such inspections or a Lender or their respective representatives when making any visit or inspection described in audits, must be reasonably acceptable to the preceding sentenceCompany. (bc) Neither Notwithstanding the Administrative Agent foregoing, while no Event of Default exists, neither the Company nor any Lender has of its Semiconductor Operations Subsidiaries will be required to disclose, permit the inspection, examination, copying or making extracts of, or discussions of, any duty document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, or (ii) in respect to visit or inspect which disclosure to the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do Bank (or designated representative) is then prohibited by law or any of agreement binding upon the foregoing, it will be acting solely Company or such Semiconductor Operations Subsidiary that was not entered into by the Company or such Semiconductor Operations Subsidiary for the purposes primary purpose of protecting concealing information from Agent and the Administrative Agent Banks or such Lender and preserving its rights under evading the provisions of this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records.

Inspection of Property and Books and Records. (a) The Borrower shall keep or cause to be kept, -------------------------------------------- maintain and shall cause each Subsidiary to keep or cause to be keptmaintain proper books of record and account, adequate records and book of account in which complete full, true and correct entries are to in conformity with GAAP consistently applied shall be made reflecting its business and of all financial transactions and as required by applicable rules matters involving the assets and regulations business of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereofand such Subsidiary. The Borrower shall permit, and shall cause each Subsidiary to permit, representatives and independent contractors of the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, Bank to visit and inspect any of their respective properties, to examine the their respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, all and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advanceBorrower; provided, -------- however, that when an Event of Default exists the Administrative Agent or any Lender Bank may take do any of the actions specified in this sentence ------- foregoing at the expense of the Borrower at any times time during normal business hours and without advance notice. One or more officers, employees or representatives Representatives and independent contractors of the Borrower may accompany Agent and the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described in Banks shall be bound by the preceding sentence. (b) Neither provisions of Section 12.9. If ------------ the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do Bank has a duty or obligation under applicable laws, regulations or legal requirements to disclose any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent report or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection such inspection, the Agent or such Bank may make such a disclosure to the Borrower or any other party. The Borrower also understands and agrees that the Agent and each Bank makes no representation or warranty to the Borrower or any other party regarding the truth, accuracy or completeness of any such properties report or recordsfindings that may be disclosed. The Borrower also understands that depending on the results of any inspection by the Agent or any Bank and disclosed to the Borrower, the Borrower may have a legal obligation to notify one or more environmental agencies of the results, that such reporting requirements are site-specific, and are to be evaluated by the Borrower without advice or assistance from the Agent or such Bank.

Inspection of Property and Books and Records. (a) The Each Borrower shall keep or cause to be keptmaintain, and shall cause each Subsidiary of its Restricted Subsidiaries to keep or cause to be keptmaintain, adequate records proper books of record and book of account account, in which complete full, true and correct entries are to in conformity with GAAP in all material respects consistently applied shall be made reflecting its business and of all material financial transactions and as required by applicable rules matters involving the assets and regulations business of any Governmental Authority having jurisdiction over the such Person in all material respects. Each Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permitshall, and shall cause each Subsidiary of its Restricted Subsidiaries to, with respect to permiteach owned, the Administrative Agent leased, or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agentcontrolled property, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior notice reasonable advance written notice: (a) provide access to such property to the Borrower Agent and any of its Related Persons, as frequently as the Agent reasonably determines to be appropriate; and (b) permit the Agent and any of its Related Persons to inspect and make extracts and copies from all of the Parent Borrower’s or such Restricted Subsidiary’s books and records, and evaluate and make physical verifications of the Collateral in any reasonable manner and through any reasonable medium that the Agent considers reasonable, in each instance, at least 24 hours in advancethe Borrowers’ expense; provided, however, that (i) the Agent shall not be permitted to exercise its rights under this Section 4.9 unless in compliance with Data Protection Laws and in any event more than once in any Fiscal Year unless an Event of Default has occurred and is continuing (in which event the Agent may exercise its rights hereunder at any and all times during the continuance thereof) and (ii) the Borrowers shall only be obligated to reimburse the Agent for the reasonable expenses of one such inspection per calendar year (or more frequently with respect to additional inspections conducted when an Event of Default exists has occurred and is continuing). Any Lender that is a Lender at such time may accompany the Administrative Agent or its Related Persons in connection with any inspection at such Xxxxxx’s expense. The Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Xxxxxxxx’s accountants. Notwithstanding anything to the contrary in this Section 4.9, 50 neither the Parent Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent or any Lender may take the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender (or their respective representatives when making or contractors) is prohibited by any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's Requirement of Law or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of bona fide binding agreement with a Person which is not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any an Affiliate of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party againstParent Borrower, or to inform the Borrower unless and until any conditions imposed on such disclosure by any Requirement of Law or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result ofbona fide binding agreement have been met, or in connection with, any inspection of any such properties (iii) that is subject to attorney-client or recordssimilar privilege or constitutes attorney work product.

Inspection of Property and Books and Records. (a) The Borrower shall keep or cause to be keptEach Credit Party shall, and shall cause each Subsidiary of its Subsidiaries to, with respect to keep each owned, leased, or cause to be keptcontrolled property, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agent, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advance; provided, however, that when (unless an Event of Default exists the Administrative shall have occurred and be continuing, in which event no notice shall be required and Agent or any Lender may take the actions specified in this sentence shall have access at any and all times during normal business hours the continuance thereof): (a) provide access to such property to Agent and without advance notice. One or more officersany of its Related Persons, employees or representatives of the Borrower may accompany the Administrative as frequently as Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. determines to be appropriate; and (b) Neither the Administrative permit Agent nor and any Lender has any duty of its Related Persons to visit conduct field examinations, audit, inspect and make extracts and copies (or inspect the Borrower's or any Subsidiary's properties or to examine or copy take originals if reasonably necessary) from all of such Credit Party’s books and records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making (provided, that any such visit examination, audit, inspections, extraction or inspection. In copying in respect of any personnel records (including medical records) will be subject to any applicable privacy or confidentiality restrictions whether imposed by contract or Requirement of Law), and evaluate and make physical verifications and appraisals of the event Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at Credit Parties’ expense; provided, that the Administrative Agent agrees that as long as no Default or Event of Default has occurred and is continuing and as long as such field examinations, audits and other inspections are conducted or obtained by the ABL Agent at least once in each six (6) month period and with professionals reasonably satisfactory to the Agent, the Agent shall not exercise its rights to obtain field examinations hereunder, so long as the ABL Agent furnishes a copy of each such field examination undertaken by it to the Agent (which the Credit Parties shall authorize and direct the ABL Agent to so do); provided, further that (x) Credit Parties shall only be obligated to reimburse Agent for the expenses for two such field examinations, audits and inspections per year or more frequently if an Event of Default has occurred and is continuing or during a Trigger Period and (y) Agent and each of its Related Persons shall not have access to license agreements with third parties which by their terms prohibit disclosure to non-Credit Parties for so long as any Inventory covered by such agreements is not included in the Borrowing Base. Any Lender may accompany Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on Related Persons in connection with any inspection or other inquiry by the Administrative Agent or any at such Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records’s expense.

Inspection of Property and Books and Records. (a) The Borrower Each Credit Party shall keep or cause to be kept, maintain and shall cause each Subsidiary of its Subsidiaries to keep or cause maintain its books and records in accordance with sound business practices sufficient to be kept, adequate records and book allow the preparation of account financial statements in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent accordance with GAAP if so kept on the date hereof. The Borrower shall GAAP; permit, and shall cause each other Credit Party and each Subsidiary of each Credit Party to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time on a Business Day and from time with reasonable notice, the Agent, any Lender or any representative, agent, or advisor thereof to time at inspect the request properties and operations of the Administrative Credit Parties and their Subsidiaries; and permit, and cause each other Credit Party and each Subsidiary of each Credit Party to permit, at any reasonable time on a Business Day and with reasonable notice, the Agent, any Lender or any representative, agent, or advisor thereof to visit any or all of its offices, to discuss its financial matters with its officers and inspect any its independent auditors (and Borrowers and each of their respective propertiesSubsidiaries hereby authorizes all such independent auditors to discuss those financial matters with the Agent, to examine the respective corporateLenders or any representative, financial and operating recordsagent, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefromadvisor thereof), and to discuss examine (and photocopy extracts from) any of its books or other records; and permit, and cause each other Credit Party and each Subsidiary of each Credit Party to permit, at any reasonable time on a Business Day and with reasonable notice, the Agent, the Lenders and their respective affairsrepresentatives, finances agents, and accounts with their respective officers, all at such reasonable times during normal business hours advisors and as often as may be reasonably desired, upon prior notice to the Borrower of at least 24 hours in advance; provided, however, that when an Event of Default exists the Administrative Agent or any Lender may take the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives of the Borrower that may accompany the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. (bAgent) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records inventory and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any other tangible assets of the foregoingCredit Parties and their Subsidiaries, it to perform appraisals of the equipment of the Credit Parties and their Subsidiaries, and to inspect, audit, conduct physical counts and perform valuations thereof, and to audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to inventory, accounts, and any other Collateral. All such visits, inspections, appraisals or audits by the Agent and its representatives, agents, and advisors will be acting solely for the purposes of protecting the Administrative at Borrower’s expense. Any Lender may accompany Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on in connection with any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any at such properties or recordsXxxxxx’s expense.

Inspection of Property and Books and Records. (a) The Each Borrower shall keep or cause to be keptmaintain, and shall cause each Subsidiary of its Restricted Subsidiaries to keep or cause to be keptmaintain, adequate records proper books of record and book of account account, in which complete full, true and correct entries are to in conformity with GAAP in all material respects consistently applied shall be made reflecting its business and of all material financial transactions and as required by applicable rules matters involving the assets and regulations business of any Governmental Authority having jurisdiction over the such Person in all material respects. Each Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permitshall, and shall cause each Subsidiary of its Restricted Subsidiaries to, with respect to permiteach owned, the Administrative Agent leased, or the Lenders or their representatives at any reasonable time and from time to time at the request of the Administrative Agentcontrolled property, to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior notice reasonable advance written notice: (a) provide access to such property to the Borrower Agent and any of its Related Persons, as frequently as the Agent reasonably determines to be appropriate; and (b) permit the Agent and any of its Related Persons to inspect and make extracts and copies from all of the Parent Borrower’s or such Restricted Subsidiary’s books and records, and evaluate and make physical verifications of the Collateral in any reasonable manner and through any reasonable medium that the Agent considers reasonable, in each instance, at least 24 hours the Borrowers’ expense; provided (i) the Agent shall not be permitted to exercise its rights under this Section 4.9 unless in advance; provided, however, that compliance with Data Protection Laws and in any event more than once in any Fiscal Year unless an Event of Default has occurred and is continuing (in which event the Agent may exercise its rights hereunder at any and all times during the continuance thereof) and (ii) the Borrowers shall only be obligated to reimburse the Agent for the reasonable expenses of one such inspection per calendar year (or more frequently with respect to additional inspections conducted when an Event of Default exists has occurred and is continuing). Any Lender that is a Lender at such time may accompany the Administrative Agent or its Related Persons in connection with any inspection at such Xxxxxx’s expense. The Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Xxxxxxxx’s accountants. Notwithstanding anything to the contrary in this Section 4.9, neither the Parent Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent or any Lender may take the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender (or their respective representatives when making or contractors) is prohibited by any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's Requirement of Law or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of bona fide binding agreement with a Person which is not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any an Affiliate of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party againstParent Borrower, or to inform the Borrower unless and until any conditions imposed on such disclosure by any Requirement of Law or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result ofbona fide binding agreement have been met, or in connection with, any inspection of any such properties (iii) that is subject to attorney-client or recordssimilar privilege or constitutes attorney work product.

Inspection of Property and Books and Records. (a) The Borrower Company shall keep or cause to be kept, -------------------------------------------- maintain and shall cause each Subsidiary to keep or cause to be kept, adequate records and book of account in which complete entries are to be made reflecting its business and financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such maintain books of record and account shall be kept sufficient to permit the Company and its auditors to prepare financial statements in a manner consistent accordance with GAAP if so kept on the date hereofGAAP. The Borrower Company shall permit, and shall cause each Subsidiary to permit, representatives and independent contractors of the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time Bank at the request of the Administrative Agent, 's or such Bank's expense to visit and inspect any of their respective properties, to examine the their respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, all and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance notice to the Borrower of at least 24 hours in advanceCompany; provided, however, that when an a -------- ------- Noncompliance Event of Default or Latent Noncompliance Event exists the Administrative Agent or any Lender Bank may take do any of the actions specified in this sentence foregoing at the expense of the Company at any times time during normal business hours and without advance notice. One ; provided, further, however, -------- ------- ------- that the Company and its Subsidiaries will not be required to disclose, permit the inspection, examination, copying or more officersmaking extracts of, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender or their respective representatives when making discuss, any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor portion of, any Lender has any duty to visit or inspect the Borrower's document, or any Subsidiary's properties or information, in respect of which and to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In extent that disclosure to the event that the Administrative Agent or any Lender shall do any of the foregoing, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender Bank is then prohibited by law or by agreement binding on the Company or any Subsidiary of the Company and preserving its rights under this Agreement. Neither entered into between the Borrower nor Company or any other party is entitled to rely on such Subsidiary and any inspection Person not an Affiliate of the Company and that was not entered into by the Company or such Subsidiary for the purpose of concealing information from the Agent, the Banks or other inquiry by creditors having contract provisions similar to this Section in particular, and in respect of which (in the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection case of any such properties agreement) a Responsible Officer has provided the Agent with a certificate setting forth a brief description of the agreement (including, without limitation, the nature and purpose of the agreement, the parties to the agreement, and the provision of the agreement that prohibits such disclosure), provided, however, that if disclosure of the -------- ------- existence of any agreement is prohibited by the provisions thereof, such certificate may state generally, with respect to such agreement, that there are agreements pertaining to the matter as to which information was requested which are binding on the Company or recordsa Subsidiary and which prohibit disclosure of the existence thereof. Nothing set forth in this Section 6.10 shall in any way relieve the Company of its obligations to deliver documents pursuant to Sections 6.01, 6.02(a) through (c) or 6.03 hereof.

Inspection of Property and Books and Records. (a) The Borrower -------------------------------------------- Company shall keep or cause to be kept, maintain and shall cause each Semiconductor Operations Subsidiary to keep or cause to be kept, adequate records and book of account in which complete entries are to be made reflecting its business and maintain financial transactions and as required by applicable rules and regulations of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of record and account shall be kept sufficient to permit the Company to prepare financial statements in a manner consistent accordance with GAAP if so kept on the date hereof. GAAP. (b) The Borrower Company shall permit, and shall cause each Semiconductor Operations Subsidiary to permit, the Administrative Agent or the Lenders or their representatives at any reasonable time and from time to time at the request independent contractors of the Administrative Agent, Agent (i) to visit and inspect any of their respective material properties, (ii) to examine the their respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, and make copies thereof or abstracts therefrom, and (iii) to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Banks and at such reasonable times during normal business hours and as often as may be reasonably desired, upon prior reasonable advance written notice to the Borrower of at least 24 hours in advanceCompany; provided, however, that when an Event of Default exists exists, the Administrative Agent or any Lender Bank -------- ------- may take do any of the actions specified in this sentence foregoing at the expense of the Company at any times time during normal business hours and without advance written notice. One At any time when no Event of Default has occurred and is continuing, any such representative, independent contractor or more officers, independent public accountants (other than employees or representatives of the Borrower may accompany Agent) selected by the Administrative Agent to perform such inspections or a Lender or their respective representatives when making any visit or inspection described in audits, must be reasonably acceptable to the preceding sentenceCompany. (bc) Neither Notwithstanding the Administrative Agent foregoing, while no Event of Default exists, neither the Company nor any Lender has of its Semiconductor Operations Subsidiaries will be required to disclose, permit the inspection, examination, copying or making extracts of, or discussions of, any duty document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, or (ii) in respect to visit or inspect which disclosure to the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do Bank (or designated representative) is then prohibited by law or any of agreement binding upon the foregoing, it will be acting solely Company or such Semiconductor Operations Subsidiary that was not entered into by the Company or such Semiconductor Operations Subsidiary for the purposes primary purpose of protecting concealing information from Agent and the Administrative Agent Banks or such Lender and preserving its rights under evading the provisions of this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records.

Inspection of Property and Books and Records. (a) The Borrower Company shall keep or cause to be kept, maintain and shall cause each Subsidiary to keep or cause to be keptmaintain proper books of record and account, adequate records and book of account in which complete full, true and correct entries are to in conformity with GAAP consistently applied shall be made reflecting its business and of all financial transactions and as required by applicable rules matters involving the assets and regulations business of any Governmental Authority having jurisdiction over the Borrower or any Subsidiary or the transactions contemplated by this Agreement. Such books of account shall be kept in a manner consistent with GAAP if so kept on the date hereofCompany and such Subsidiary. The Borrower shall Company will (a) permit, and shall cause each Subsidiary of its Subsidiaries to permit, access by the Administrative Agent or any Revolving Lender and its agents or employees to the Company's and its Subsidiaries' books and records and its respective place or places of business at intervals to be determined by the Administrative Agent and without hindrance or delay and (b) permit, and cause each of its Subsidiaries to permit, the Administrative Agent or any Revolving Lender or its agents and employees to (1) inspect and perform appraisals of its respective inventory, equipment, fixtures and real property and (2) inspect, audit, check and make copies and/or extracts from any books, records, computer data and records, computer programs, journals, orders, receipts, correspondence and other data relating to its inventory, accounts receivable, contract rights, general intangibles, equipment, fixtures and real property and any other Collateral, or relating to any other transactions between the Lenders parties hereto and (c) permit, and cause each of its Subsidiaries to permit, the Administrative Agent or their any Revolving Lender to discuss the Company's or such Subsidiary's financial matters with its officers and independent public accountant (and the Company, for itself and each of its Subsidiaries, hereby authorizes such independent public accountant to discuss such financial matters with the Administrative Agent or any Revolving Lender or its representatives at whether or not any reasonable time and from time to time at the request representative of the Company or such Subsidiary is present). As long as no Revolving Loan Event of Default or Revolving Loan Default has occurred and is continuing, the Administrative Agent, Agent shall give advance notice of any intent to visit and inspect any of their respective properties, to examine the respective corporate, financial and operating records, and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefroma premises, and to discuss their respective affairs, finances and accounts with their respective officers, all at such reasonable times visits shall be during normal business hours and made in such a way as often to interfere as little as possible with the conduct of the Company's or its Subsidiaries' businesses. In addition to, and not by way of limitation of, the Administrative Agent's and the Revolving Lenders' other rights under this Section, the Company acknowledges that the Administrative Agent may obtain a new appraisal of any Collateral (or an update of an existing appraisal) at any time that any Obligations are outstanding if the Administrative Agent or the Required Lenders, in its (or their) reasonable judgment, (a) determines that a new appraisal or update of an existing appraisal is warranted as a result of a Revolving Lender's internal credit review and evaluation of the Obligations or (b) determines that such new appraisal or update of existing appraisal is necessary for the Administrative Agent or the Revolving Lenders to comply with any applicable law, regulation, guideline, decision or request (whether or not having the force of law) of any court, regulator, or other governmental authority. Notwithstanding anything otherwise provided in this Section, all inspections related to Subsidiaries will be reasonably desiredcoordinated with the Company, upon prior notice to all inspections by any Revolving Lender will be coordinated with the Borrower of Administrative Agent and all Collateral reviews will be done by the Administrative Agent and not by a Revolving Lender. The Company agrees that all such inspections and/or audits and appraisals shall be at least 24 hours the Company's expense. Notwithstanding anything otherwise provided in advance; providedthis Section, however, that when an as long as no Revolving Loan Event of Default exists or Revolving Loan Default has occurred or is continuing, the Company shall not be required to reimburse the Administrative Agent or any Revolving Lender may take for appraisals or Collateral reviews relating to the actions specified in this sentence at any times during normal business hours and without advance notice. One or more officers, employees or representatives of the Borrower may accompany the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's Company or any Subsidiary's properties or to examine or copy such records and neither the Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any of the foregoingits Subsidiaries, it will be acting solely for the purposes of protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is entitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or recordsmore frequently than once each fiscal year.