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

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representatives.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit Agent and each Lender, through their authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the request of Agent or such Lender, to examine each Credit Party’s books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon the request of the Agent and upon two (2) Business Days prior notice (which notice shall not be required following the occurrence and during the continuance of an Event of Default), to conduct full or partial collateral audits of the Accounts and Inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be reasonably requested; providedselected by Agent and consented to by Borrower (such consent not to be unreasonably withheld), however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for with all reasonable costs and expenses incurred in connection with of such inspections shall audits to be limited to reimbursed by the Credit Parties, provided that so long as no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Event of Default or Unmatured Default exists, Borrower shall have occurred not be required to reimburse Agent for such audits or appraisals more frequently than once each Fiscal Year; (c) during normal business hours and is continuing. So long as upon two (2) Business Days prior notice (which notice shall not be required following the occurrence and during the continuance of an Event of Default), at their own risk, to enter onto the real property owned or leased by any Default Credit Party to conduct inspections, investigations or Unmatured Default shall have occurred other reviews of such real property; and is continuing(d) at reasonable times during normal business hours and at reasonable intervals, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer visit all of the Company. The Company shall keep and maintainCredit Parties’ offices, and cause discuss each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity Credit Party’s respective financial matters with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activitiesofficers, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representativesas applicable.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each (a) (i) In the case of the Subsidiary Borrowers Parent Borrower, keep proper books and Subsidiary Obligors records in a manner to permit, any authorized representative(s) designated by allow financial statements to be prepared in conformity with GAAP consistently applied in respect of all material financial transactions and matters involving the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative material assets and business of the AgentParent Borrower and its Restricted Subsidiaries, taken as a whole; and (ii) permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and, to the properties of the Company or extent reasonable, make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), records and to discuss their affairsthe business, finances operations, properties and accounts financial and other condition of the Parent Borrower and its Restricted Subsidiaries with their officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, all in each case at any reasonable time, upon reasonable notice notice; provided that (a) except during the continuation of an Event of Default, only one such visit per year shall be at the Parent Borrower’s expense, and (b) during the continuation of an Event of Default, the Administrative Agent or its representatives may do any of the foregoing at the Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Inventory in a manner to 161 allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable times during normal business hoursrequest, the Parent Borrower will provide a summary inventory report (based on its customary methodology and, in form and substance, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent prepared for reasonable costs and expenses incurred in connection with such inspections shall be limited to its internal purposes) no more than one (1) inspection during any twelve-month period if such inspections are conducted once per year and at a time when no Default or Unmatured Default shall have occurred and is continuingprepared by the Parent Borrower for its internal purposes in its ordinary course of business. So long as any Default or Unmatured Default shall have occurred and is continuing, and Notwithstanding anything to the extent reasonably practicablecontrary in Subsection 7.2(g) or in this Subsection 7.6 or in any other provision of any Loan Document, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any such inspection with document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to a Borrower the Administrative Agent or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to Lenders (or their respective businesses and activities, including, without limitation, transactions and other dealings with respect representatives) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent attorney client or its representativessimilar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s(a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, Keep proper books of record records and account in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to their respective businesses its business and activities, including, without limitation, transactions activities and other dealings with respect to the Collateral. If a (b) on three (3) Business Days’ notice (provided that no notice or mutual agreement of timing shall be required if an Event of Default has occurred and is continuing) and at times to be agreed (provided that the Borrower’s mutual agreement shall not be unreasonably conditioned, withheld or delayed) permit representatives, agents and independent contractors of the CompanyAdministrative Agent (who may be accompanied by any Lender) to visit and inspect any of its properties, upon the Agent's request, shall turn over Collateral and examine and make abstracts or copies of any such records (which may be provided to the Lenders upon their request), in each case from any of its books and records at any reasonable time and as often as may reasonably be desired during normal business hours and to discuss the business, operations, properties and financial and other condition of the Group Members with officers, directors and employees of the Group Members and, so long as the Borrower is offered the opportunity to be present, with their independent certified public accountants; provided that such inspections shall not be undertaken more frequently than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at the Borrower’s expense, and the charge therefor shall be $1,000 per person per day (or such higher amount as shall represent the Administrative Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event the Borrower and the Administrative Agent schedule an audit more than ten (10) days in advance, and the Borrower cancels or its representativesseeks to or reschedules the audit with less than ten (10) days written notice to the Administrative Agent (without limiting any of the Administrative Agent’s rights or remedies) then the Borrower shall pay the Administrative Agent a fee of $1,000 plus any out of pocket expenses incurred by the Administrative Agent to compensate the Administrative Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record records and account in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all requirements of law in all material respects shall be made of all dealings and transactions in relation to its business and activities; and at any reasonable time and as often as may reasonably be desired (but, absent an Event of Default, not more frequently than once for each calendar year) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of Borrower and the Subsidiaries with Responsible Officers of Borrower and the Subsidiaries and with its independent certified public accountants. If requested by the Agent, the Borrower shall issue, and shall cause any Subsidiary to issue, written instructions to their respective businesses independent certified public accountants authorizing them to communicate with the Agent and activities, including, without limitation, transactions and other dealings with respect to release to the CollateralAgent whatever financial information concerning the Borrower or any Subsidiary that the Agent may request. If a Default has occurred and is continuingUpon the occurrence of an Event of Default, the Company, effective upon the Agent's request, the Borrower hereby irrevocably authorizes and directs, and shall turn over cause any Subsidiary to authorize and direct, all auditors, accountants, or other third parties to deliver to the Agent, at the Borrower's expense, copies of the Borrower's or Subsidiary's financial statements, papers related thereto, and other accounting records of any such records nature in their possession, and to disclose to the Agent Bank any information they may have regarding each of the Borrower's or its representativesSubsidiary's business affairs and financial condition.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s(a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, Keep proper books of record records and account accounts in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) provide the Administrative Agent or any Lender and their respective businesses agents access to the premises of each Loan Party and activitiesPrecision Group Member at any time and from time to time, includingduring normal business hours and upon reasonable notice under the circumstances, without limitationand at any time after the occurrence and during the continuance of a Default or Event of Default, transactions for the purposes of (A) inspecting and verifying the Collateral and the Borrowing Base, (B) inspecting and copying (at the Loan Parties' expense) any and all records pertaining thereto, and (C) discussing the affairs, finances and business of any Loan Party and Precision Group Member with any officer, employee or director of any Loan Party or Precision Group Member or with the certified public accountants which reported on or have been engaged to report on any financial statements delivered or to be delivered pursuant to Section 6.1(a) (the "Auditors"), all of whom are hereby authorized to disclose to the Administrative Agent, the Lenders and their agents all financial statements, work papers, and other dealings with respect information relating to such affairs, finances or business. Without limiting the obligations of Holdco and the Borrower under Section 10.5, the Loan Parties shall reimburse the Administrative Agent and the Lenders for the reasonable travel and related expenses of the Administrative Agent's and the Lenders' employees or, at the Administrative Agent's discretion, reasonably exercised, of such outside accountants or examiners as may be retained by the Administrative Agent to verify or inspect Collateral, records or documents of a Loan Party or Precision Group Member on a regular basis or for a special inspection if the Administrative Agent deems the same appropriate. If the Administrative Agent's or Lenders' own employees are used, the Borrower shall also pay such reasonable per diem allowance as the Administrative Agent or the Lenders may from time to time establish, or, if outside examiners or accountants are used, the Loan Parties shall also pay the Administrative Agent and the Lenders such sum as the Administrative Agent and the Lenders may be obligated to pay as fees therefor. Notwithstanding the foregoing, prior to the Collateral. If occurrence of a Default has occurred and is continuingor Event of Default, the Company, upon Loan Parties shall not be required to reimburse the Agent's request, shall turn over copies of Administrative Agent and the Lenders for audits and inspections which occur more than one time during any such records to the Agent or its representativesthree-month period."

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit Agent and each Lender, through their authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the request of Agent or such Lender, to examine the books, accounts, records, ledgers and assets and properties of Borrower and each Subsidiary; (b) from time to time, during normal business hours, upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and Inventory of Borrower and the Subsidiaries and appraisals of all or a portion of the fixed assets (including real property) of Borrower and the Subsidiaries, such audits and appraisals to be completed by an appraiser as may be reasonably requested; providedselected by Agent and consented to by Borrower (such consent not to be unreasonably withheld), however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for with all reasonable costs and expenses incurred in connection with of such inspections audits to be reimbursed by Borrower, provided that so long as no Event of Default or Default exists, Borrower shall not be limited required to no reimburse Agent for more than one two inventory appraisals per Fiscal Year and more than two collateral audits per Fiscal Year; (1c) inspection during normal business hours and at their own risk, to enter onto the real property owned or leased by Borrower or any twelve-month period if Subsidiary to conduct inspections, investigations or other reviews of such inspections are conducted real property; and (d) at a time when no Default reasonable times during normal business hours and at reasonable intervals, to visit all offices of Borrower or Unmatured Default shall have occurred and is continuing. So long any Subsidiary, discuss Borrower’s or any Subsidiaries’ financial matters with its officers, as any Default or Unmatured Default shall have occurred and is continuingapplicable, and, by this provision, Borrower authorizes, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's their respective Subsidiaries to keep authorize, its independent certified or chartered public accountants to discuss the finances and maintainaffairs of Borrower or any Subsidiary and examine any of such Person’s books, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any reports or records held by such records to the Agent or its representativesaccountants.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit Administrative Agent and each Lender, through their authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the request of Administrative Agent or such Lender, to examine the Parent’s and each Subsidiary’s books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon the request of Administrative Agent, to conduct full or partial collateral audits of the accounts and inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be reasonably requestedselected by Administrative Agent and consented to by Borrower (such consent not to be unreasonably withheld); (c) during normal business hours and at their own risk, to enter onto the real property owned or leased by the Parent or any Subsidiary to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours and at reasonable intervals, to visit the Parent’s and all of the Subsidiaries’ offices, discuss the Parent’s and each Subsidiary’s respective financial matters with their respective officers, as applicable, and, by this provision, Borrower authorizes, and will cause the Parent and each of its Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the finances and affairs of the Parent or any Subsidiary and examine any of the Parent’s or such Subsidiary’s books, reports or records held by such accountants. Reasonable costs and expenses of such inspections and examinations shall be paid by the Borrower, provided, however, that prior to the Borrowers' occurrence and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with continuance of an Event of Default, such inspections and examinations shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representativesonce per Fiscal Year.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ (a) Keep proper books of records and account in which full, true and correct, in all material respects, entries shall permit, be made of all material dealings and cause each transactions involving its business and activities in a manner that permits the preparation of financial statements in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction (it being understood and agreed that certain Group Members may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the Subsidiary Borrowers representations, warranties or covenants hereunder) and Subsidiary Obligors to permit, any authorized representative(s(b) designated by permit representatives of the Administrative Agent (together with an authorized representative of or any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the its properties of the Company or and examine and make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and records at any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times time during normal business hours, hours and as often as may reasonably be reasonably requesteddesired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants upon reasonable advance notice to the Borrower and the applicable Group Members; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and only at such time shall it be at the Borrower’s expense; provided, howeverfurther, (i) that when an Event of Default exists, the Borrowers' Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and -------- ------- upon reasonable advance notice and (ii) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower nor any Restricted Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited required to no more than one disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (1i) inspection during any twelveconstitutes non-month period if such inspections are conducted at a time when no Default financial trade secrets or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuingnon-financial proprietary information, and (ii) in respect of which disclosure to the extent reasonably practicable, Administrative Agent or any such inspection with respect to a Borrower Lender (or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect representatives or contractors) is prohibited by law or (iii) is subject to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representativesattorney-client privilege.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall Except for information and records which the Borrower may not under Applicable Law disseminate or disclose to the Administrative Agent and/or the Lenders, permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors its Affiliates to permit, any authorized representative(s) designated by the Administrative Agent (together with an authorized representative of and/or any Lender that may request to accompany such authorized representative of the Agent) Lenders to visit and visit, to conduct a field audit or to otherwise inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary ObligorsBorrower’s, to examineits Restricted Subsidiaries’ and/or its Affiliates’ respective properties, audit, check and make copies of including their respective financial and accounting records, booksand to make copies and take extracts therefrom, journalsand to discuss the Borrower’s, ordersits Restricted Subsidiaries’ and/or Affiliates’ respective affairs, receipts finances and accounts with the Administrative Agent’s and the Lenders’ officers, employees, representatives or independent certified public accountants, upon reasonable notice and during normal business hours. All information furnished to the Administrative Agent and/or the Lenders shall be received and maintained by the Administrative Agent and the Lenders in strict confidence and in accordance with Applicable Law, and they shall not disseminate said information to any non-privileged correspondence Person for so long as said information has or retains a confidential or proprietary nature, except where required by and in accordance with Applicable Law, or pursuant to subpoena or other data relating to their respective businesses legal process or where contemplated by the transactions contemplated hereby Loan Documents (including, without limitation, in connection with environmental compliance, hazard the enforcement of any rights or liabilityremedies thereunder), . Each of the Administrative Agent and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, the Lenders agrees that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default visit it shall not take any action or Unmatured Default shall have occurred and is continuing. So long as omit to take any Default action which would cause or Unmatured Default shall have occurred and is continuing, and to result in the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer violation of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, Applicable Law (including without limitation, transactions any export control law) by the Borrower, its Restricted Subsidiaries and other dealings its Affiliates. Each such visitation and inspection by or on behalf of the Administrative Agent and/or the Lenders after the occurrence and during the continuance of an Event of Default shall be at the Borrower’s own reasonable cost and expense. The Borrower shall, and shall cause its Restricted Subsidiaries and its Affiliates, to keep proper books and records and accounts in accordance with respect to the Collateral. If a Default has occurred GAAP and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representativesApplicable Law.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by Permit the Agent and each Lender, through their authorized attorneys, accountants and representatives (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agenta) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the reasonable advance notice of the Agent or such Lender, to examine each Credit Party’s books, accounts, records, ledgers and assets and properties; (b) at all reasonable times during normal business hours, upon the reasonable advance notice of the Agent, to conduct full or partial collateral audits of the Accounts and Inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse selected by the Agent for reasonable costs and expenses incurred in connection with consented to by the Borrowers (such inspections shall consent not to be limited unreasonably withheld and such consent to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when be only required so long as no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer Event of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing), with all reasonable costs and expenses of such audits to be reimbursed by the Credit Parties, provided that so long as no Event of Default or Default exists, the CompanyBorrowers shall not be required to reimburse the Agent for such audits or appraisals more frequently than two (2) times each Fiscal Year; (c) at all reasonable times during normal business hours, upon the reasonable advance notice of the Agent and at their own risk, to enter onto the real property owned or leased by any Credit Party to conduct inspections, investigations or other reviews of such real property; and (d) at all reasonable times during normal business hours, upon the reasonable advance notice of the Agent's request. and at reasonable intervals, shall turn over copies to visit all of the Credit Parties’ offices, discuss each Credit Party’s respective financial matters with their respective senior executive officers, as applicable, and, by this provision, the Borrowers authorize, and will cause each of their respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the finances and affairs of any Credit Party at meetings coordinated by the Borrowers and examine any of such Credit Party’s books, reports or records to the Agent or its representativesheld by such accountants.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ Borrower shall permitand shall cause each other Loan Party to (a) keep proper books of records and account in which entries are made in a manner so as to permit preparation of financial statements in conformity with GAAP, and cause each (b) permit representatives of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Administrative Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the its or such Subsidiary Guarantor’s properties that constitute part of the Company or Collateral and examine and make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data records relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), Collateral upon reasonable prior notice during normal business hours and to discuss their affairs, finances and accounts matters relating to the Collateral with their officers and independent certified public accountantsemployees of the Borrower, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requestedthe Subsidiary Guarantors; provided, howeverthat (i) the Administrative Agent and its representatives shall not interfere with the operation and use of such properties, that (ii) a representative of the Borrowers' Borrower or the applicable Subsidiary Guarantor shall have the right to accompany the Administrative Agent and -------- ------- its representatives at all times during such visits or inspections, (iii) the Administrative Agent and its representatives shall comply with all safety and security requirements of the Borrower or the applicable Subsidiary Obligors' obligation to reimburse Guarantor, (iv) any visit or inspection by the Administrative Agent for reasonable costs and expenses incurred in connection with such inspections or its representatives shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and subject to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer provisions of the Company. The Company shall keep Section 10.16 and maintain, and cause each (v) if no Event of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuingcontinuing such visits, inspections, examinations and discussions shall not be required more than once in any calendar year and during the Companycontinuance of an Event of Default, upon such examinations and discussions may occur as often as may reasonably be desired by the Agent's request, Administrative Agent subject to clauses (i)-(iv) above. A Loan Party shall turn over copies not have any obligation to disclose materials that are protected by attorney-client privilege and materials the disclosure of which would violate confidentiality obligations or any specified security or other procedures of such records to the Agent or its representatives.Loan Party. [CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO THE FREEDOM OF INFORMATION ACT]

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by Permit the Agent and each Lender, through their authorized attorneys, accountants and representatives (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agenta) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the request of the Agent or such Lender, to examine each Credit Party’s books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and Inventory and working capital audits of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be reasonably requested; providedselected by the Agent, howeverwith all reasonable costs and expenses of such audits to be reimbursed by the Credit Parties, provided that so long as no Event of Default or Default exists, the Borrowers' and -------- ------- Subsidiary Obligors' obligation Borrower shall not be required to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no audits or appraisals more frequently than one two (12) inspection times during any twelve-month period if of twelve (12) consecutive months; (c) during normal business hours and at their own risk, to enter onto the real property owned or leased by any Credit Party to conduct CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. inspections, investigations or other reviews of such inspections are conducted real property; and (d) at a time when no Default or Unmatured Default shall have occurred reasonable times during normal business hours and is continuing. So long at reasonable intervals, to visit all of the Credit Parties’ offices, discuss each Credit Party’s respective financial matters with their respective officers, as any Default or Unmatured Default shall have occurred and is continuingapplicable, and, by this provision, the Borrower authorizes, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's its respective Subsidiaries to keep authorize, its independent certified or chartered public accountants to discuss the finances and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies affairs of any Credit Party and examine any of such Credit Party’s books, reports or records to the Agent or its representativesheld by such accountants.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitExcept for information and records which the Borrowers may not under applicable Law disseminate or disclose to the Agents and/or the Lenders, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, their Subsidiaries shall permit any authorized representative(s) designated by the Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent and/or the Lenders to visit, to conduct a field audit (together with an authorized representative of any Lender that may request which field audit shall be separate and apart from the field audit required under SECTION 5.05 above) or to accompany such authorized representative of the Agent) to visit and otherwise inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary ObligorsBorrowers' and/or their Subsidiaries' respective Properties, to examine, audit, check and make copies of including their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence to make copies and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability)take extracts therefrom, and to discuss the Borrowers' and/or their Subsidiaries' respective affairs, finances and accounts with their officers and the Administrative Agent's, the US Collateral Agent's, the Canadian Collateral Agent's and/or the Lenders' respective officers, employees, representatives or independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours. All information furnished to the Administrative Agent, as often as may be reasonably requested; providedthe US Collateral Agent, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse Canadian Collateral Agent and/or the Agent for reasonable costs and expenses incurred in connection with such inspections Lenders shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred received and is continuing. So long as any Default or Unmatured Default shall have occurred maintained by the Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent and is continuingthe Lenders in strict confidence and in accordance with applicable Law, and they shall not disseminate said information to any Person except where required by and in accordance with applicable Law or where contemplated by the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the CompanyLoan Documents. The Company Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent and the Lenders hereby agree that they shall keep and maintain, and not take any action or omit to take any action which would cause each or result in the violation of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, Law (including without limitation, transactions any export control law) by the Borrowers and other dealings their Subsidiaries. Except with respect to the Collateral. If a field examinations and collateral audits provided for in SECTION 5.05 of this Loan Agreement and except with respect to such inspections and/or visitations which are made by or on behalf of any of the Agents and/or the Lenders upon the occurrence and during the continuance of an Event of Default has occurred (the costs of which are to be borne SOLELY by the Borrowers), one such visitation and is continuinginspection per calendar year by or on behalf of one of the Administrative Agent, the Company, upon US Collateral Agent and/or the Agent's request, Canadian Collateral Agent shall turn over copies of any be at the Borrowers' own cost and expense and all other such records to visitations and inspections shall be at the Agent or its representativesAgents' and/or the Lenders' expense.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s(a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, Keep proper books of record records and account in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Administrative Agent may reasonably request, permit any authorized representative designated by the Administrative Agent, together with any authorized representatives of any Lender desiring to accompany the Administrative Agent, to visit and inspect the Properties and financial records of the Borrower and its Subsidiaries and to make extracts from such financial records at the Administrative Agent's expense, and permit any authorized representative designated by the Administrative Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Borrower and its Subsidiaries with the appropriate Responsible Officer and such other officers as the Borrower shall deem appropriate and the Borrower's independent public accountants, as applicable. The Administrative Agent agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall have the right to be present at any such meeting. At the Borrower's expense, the Administrative Agent shall have the right to examine, up to three (3) times in each fiscal year of the Borrower prior to the occurrence of a Default or Event of Default (but as frequently as may be requested by the Administrative Agent at any time after a Default or Event of Default shall have occurred which has not been cured to the satisfaction of the Administrative Agent or waived in writing by the Administrative Agent and the Required Lenders) the existence and condition of the Receivables, books and records of the Borrower and its Subsidiaries and to review their respective businesses compliance with the terms and activitiesconditions of this Agreement and the other Loan Documents, includingsubject to governmental confidentiality requirements. The Administrative Agent shall also have the right to verify with any and all customers of the Borrower and any of its Subsidiaries the existence and condition of the Receivables, as often as the Administrative Agent may require, without limitationprior notice to or consent of the Borrower or any of its Subsidiaries; provided, transactions and other dealings with respect however, that so long as no Default or Event of -------- ------- Default shall have occurred which has not been cured to the Collateral. If a Default has occurred reasonable satisfaction of the Administrative Agent or waived in writing by the Administrative Agent and is continuingthe Required Lenders, the CompanyAdministrative Agent agrees to limit the frequency of such verification as to any specific customer of the Borrower and any of its Subsidiaries to once per fiscal year of the Borrower, upon but only so long as the total Receivables owing to the Borrower and its Subsidiaries by such customer constitute less than five percent (5%) of the aggregate Receivables owing to the Borrower and its Subsidiaries by all customers (it being understood that the Administrative Agent's requestright to verify with any customers exceeding such 5% concentration limit shall be unlimited, shall turn over copies whether or not any Default or Event of any such records to the Agent or its representativesDefault exists).

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ (a) Keep proper books of records and account in which entries which are full, true and correct, in all material respects, in conformity with GAAP shall permitbe made of all material dealings and transactions in relation to its business and activities, and cause each (b) upon the request of the Subsidiary Borrowers Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and Subsidiary Obligors the Lenders once during each fiscal quarter at such time as may be agreed to permit, any authorized representative(s) designated by the Borrower and the Administrative Agent (together provided that the requirements of this clause (b) shall be satisfied by the Borrower providing the Lenders with an authorized representative of access to any Lender that may request to accompany earnings call for such authorized representative fiscal quarter with the holders of the AgentCapital Stock of the Borrower) and (c) permit representatives of the Administrative Agent to visit and inspect any of the its properties of the Company or and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Subsidiary Borrowers and Subsidiary ObligorsAdministrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability)Borrower, and to discuss their affairsthe business, finances operations, properties and accounts financial and other condition of the Borrower and the Borrower’s Restricted Subsidiaries with officers and employees of the Borrower and the Borrower’s Restricted Subsidiaries and with their officers and independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). So long as no Event of Default has occurred and is continuing at the time of such inspection, all upon reasonable notice and at the Borrower shall not bear the cost of more than one such reasonable times during normal business hoursinspection per calendar year by the Administrative Agent (or its representatives); provided that in any event, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with no more than two such inspections shall be limited to conducted in any calendar year if no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer Event of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records . Notwithstanding anything to the contrary in this Section 5.6, none of the Borrower and its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its representatives.) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Borrower shall attempt to obtain consent to such disclosure if requested by the Administrative Agent) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product. 106

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s(a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, Keep proper books of record records and account accounts in which entries entries, to permit financial statements to be prepared in conformity accordance with Agreement Accounting Principles GAAP, shall be made of all dealings and transactions in relation to their respective businesses its business and activitiesactivities and (b) permit representatives of any Lender to visit and inspect any of its properties and examine and, includingat the Borrower’s expense, without limitationmake abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired to verify materials, transactions leases, notes, accounts receivable, deposit accounts and its other dealings with respect assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments (and, if requested by the Collateral. If a Default has occurred and is continuing, the Company, Collateral Agent based upon the Agent's request, shall turn over copies results of any such records Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or to discuss the business, operations, properties and financial and other condition of the Parent and its Subsidiaries with officers and employees of the Parent and its Subsidiaries and with their respective independent certified public accountants; provided, that, in the absence of an Event of Default, (i) each Agent shall provide the Borrower or Parent, as applicable, with reasonable written notice prior to any visit or inspection and (ii) a representative of the Loan Parties shall be given the opportunity to be present for any discussion with their independent public accountants. The Borrower agrees to pay (a) $1,000 per day per examiner plus the examiner’s out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, valuations and field examinations and (b) the out-of-pocket cost of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of the Agents; provided, that, in the absence of an Event of Default, the Borrower shall not be obligated to pay for more than two audits, and one other visit during the term of this Agreement; provided, however, that after the occurrence and during the continuance of an Event of Default, the Borrower shall pay for all audits, valuations and visits. Upon the request of the Borrower, the Administrative Agent shall provide the Borrower with a reasonably detailed report of any expenses or costs referred to in this Section 6.6, provided, that Administrative Agent shall have the right to charge the Loan Account prior to giving such invoice to the Agent or its representativesBorrower.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any no Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representatives.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, Keep proper books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances records and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to their respective its businesses and activities; and permit, includingat any reasonable time and from time to time, without limitationwith reasonable notice, transactions each Credit Party will permit, except as prohibited by applicable law, the Administrative Agent or any agent or representative of the Administrative Agent to audit, examine and other dealings with respect to verify the Collateral, examine and make copies of and abstracts from the records and books of account of, and visit the properties of, each Credit Party, and to discuss the affairs, finances and accounts of each Credit Party with any of its officers and directors and each Credit Party’s independent accountants, and to discuss the status of Government Contracts of each Credit Party with the applicable contracting officers. If a Any Lender (or any agent or representative of the Lender) shall be permitted to accompany the Administrative Agent (or any agent or representative of the Administrative Agent) to any such visit and inspection. The Administrative Agent agrees to give the Credit Parties not fewer than three Business Days’ prior written notice of taking any action described in the preceding sentence, and to obtain the Credit Parties’ permission prior to contacting the contracting officer under any Government Contract, provided that if an Event of Default has occurred and is continuing, the CompanyAdministrative Agent shall not be required to give such prior notice or obtain such permission. The Credit Parties agree to reimburse the Administrative Agent for all reasonable audit and Collateral verification and examination expenses incurred by it with respect to each audit and Collateral verification of each Credit Party conducted by the Administrative Agent, upon provided that such reimbursements shall not be required more frequently than once per calendar year (plus one additional time with respect to each Permitted Acquisition) in which there are no Permitted Acquisitions, unless an Event of Default has occurred and is continuing or is uncovered by such audit and Collateral verification, in which case all of the Agent's requestreasonable expenses of each audit and verification shall be paid by the Credit Parties. If the Administrative Agent uses employees or Affiliates to perform the audits, the Credit Parties’ reimbursement obligations shall turn over copies of any such records be limited to the reasonable and documented out-of-pocket expenses of the Administrative Agent or its representativesthat would have been paid to an independent auditing firm for such audits as reasonably determined by the Administrative Agent.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitKeep proper books of records and account in which full, true and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintaincorrect entries, in all material respects, proper books of record and account in which entries respects in conformity with Agreement Accounting Principles all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to their respective businesses its business and activities, includingexcept, without limitationin the case of Requirements of Law, transactions where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and upon at least three days prior notice or such lesser period of time as may be acceptable to the Borrower or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other dealings condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants (provided that, with respect to Subsidiaries, other than during the Collateral. If existence of a Default has occurred and is continuingDefault, the CompanyBorrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent and/or the applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries and to discuss the business, upon the Agent's requestoperations, shall turn over copies properties and financial and other condition of such Subsidiaries with officers and employees of such Subsidiaries and with their independent certified public accountants); provided that, excluding any such records visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or its representativesany Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall permitbe made of all material financial dealings and transactions in relation to its business and activities, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s(b) designated by the Agent (together with an authorized representative permit representatives of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the its properties of the Company or and examine and make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all records upon reasonable notice and at such reasonable times during normal business hourshours (provided that (i) such visits shall be coordinated by the Administrative Agent, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with (ii) such inspections visits shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuingvisit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except in the case of the foregoing clauses (ii) and (iii) during the continuance of an Event of Default), (c) permit representatives of any Lender to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with officers and employees of the Borrower and its Restricted Subsidiaries (provided that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and (iii) such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default) and (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Restricted Subsidiaries with its independent certified public accountants to the extent reasonably practicable, any permitted by the internal policies of such inspection with respect to independent certified public accountants (provided that (i) a Borrower or Subsidiary Obligor will be coordinated with an Authorized Responsible Officer of the CompanyBorrower shall be afforded the opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). The Company shall keep and maintainNotwithstanding anything to the contrary in this Section 6.6, and cause each none of Holdings, the Borrower or any of the Company's Restricted Subsidiaries will be required to keep and maintaindisclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in all material respects, proper books respect of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation disclosure to the Administrative Agent or any Lender (or their respective businesses and activitiesrepresentatives or contractors) is prohibited by Law or any binding agreement, including, without limitation, transactions and other dealings with respect (iii) is subject to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent attorney-client or its representativessimilar privilege or constitutes attorney work product or (iv) constitutes classified information.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit Agent and each Lender, through their authorized attorneys, accountants and cause representatives (a) to examine each Borrower's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located at all reasonable times during normal business hours, upon oral or written request of Agent or such Lender; (b) at any time and from time to time, at the request of the Subsidiary Majority Lenders, to conduct full or partial collateral audits of each Borrower and its Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Lenders, with all reasonable costs and expenses of such audits to be reimbursed by Borrowers, provided, however, that except as provided in the following provisio, prior to the occurrence and continuance of any Default or Event of Default, the Borrowers and Subsidiary Obligors shall only be required to permit, any authorized representative(s) designated by reimburse the Agent for the reasonable costs and expenses of no more than one (together with 1) such audit conducted in any year and provided further however that Borrowers shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or Event of Default; and provided further, that the Agent shall conduct an authorized representative of any Lender that may request to accompany such authorized representative audit of the AgentAccounts and Inventory of Holdings and its Subsidiaries at the Borrowers' sole cost and expense, to be commenced within 60 days of the Effective Date; and (c) permit Agent and each Lender or their authorized representatives, at reasonable times and intervals, to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies all of their respective financial and accounting recordsoffices, books, journals, orders, receipts and any non-privileged correspondence and other data relating to discuss their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts financial matters with their respective officers and independent certified public accountants, all upon reasonable notice as applicable, and, by this provision, Borrowers authorize such accountants to discuss the finances and at affairs of Borrowers and their Subsidiaries (provided that Borrowers are given an opportunity to participate in such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' discussions) and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during examine any twelve-month period if such inspections are conducted at a time when no Default of its or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper their books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representativescorporate records.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, (a) (i) Keep proper books of records in conformity with GAAP and cause each all material applicable Requirements of Law of all material dealings and transactions in relation to its business activities and (ii) permit 141 representatives of the Subsidiary Borrowers Administrative Agent, at reasonable business times and Subsidiary Obligors to permitupon reasonable prior notice, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of its properties and examine and, at the properties of the Company or Borrowers’ expense, and make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, records as often as may reasonably be reasonably requesteddesired (subject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Parent, the ABL Administrative Borrower and its Restricted Subsidiaries with officers and employees of Parent, the ABL Administrative Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing (in which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to two per fiscal year (and, (x) so long as no Event of Default has occurred and is continuing, only one time at the Borrowers’ expense and (y) following the occurrence and during the continuance of an Event of Default, not more than two times at the Borrowers’ expense); provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with unless an Event of Default exists, (i) such inspections for environmental matters shall be limited to no more than one once per fiscal year and (1ii) inspection during any twelve-month period if at all times such inspections are conducted at a time when no Default or Unmatured Default for environmental matters shall have occurred be limited to non-intrusive and is continuingnon-invasive visual observations. So long as The Administrative Agent shall give the ABL Administrative Borrower the opportunity to participate in any Default or Unmatured Default shall have occurred and is continuing, and discussions with the ABL Administrative Borrower’s independent public accountants. Notwithstanding anything to the extent reasonably practicablecontrary in this Section 5.6, none of Parent, the ABL Administrative Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any such inspection with document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to a Borrower the Administrative Agent or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to any Lender (or their respective businesses and activities, including, without limitation, transactions and other dealings with respect representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent attorney-client or its representativessimilar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit Agent and each Lender, through their authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the request of Agent or such Lender, to examine each Credit Party’s books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon the request of the Agent and upon two (2) Business Days prior notice (which notice shall not be required following the occurrence and during the continuance of an Event of Default), to conduct full or partial collateral audits of the Accounts and Inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be reasonably requested; providedselected by Agent and consented to by Borrower (such consent not to be unreasonably withheld), howeverwith all reasonable costs and expenses of such audits to be reimbursed by the Credit Parties, provided that the Borrowers' so long as no Event of Default or Default exists, (x) Borrower shall not be required to reimburse Agent for such audits or appraisals more frequently than once each Fiscal Year and -------- ------- Subsidiary Obligors' (y) Borrower’s obligation to reimburse the Agent for reasonable such costs and expenses incurred in connection with such inspections shall be limited to no more than one Seventy Five Thousand Dollars (1$75,000); (c) inspection during normal business hours and upon two (2) Business Days prior notice (which notice shall not be required following the occurrence and during the continuance of an Event of Default), at their own risk, to enter onto the real property owned or leased by any twelve-month period if Credit Party to conduct inspections, investigations or other reviews of such inspections are conducted real property; and (d) at a time when no Default or Unmatured Default shall have occurred reasonable times during normal business hours and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuingat reasonable intervals, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer visit all of the Company. The Company shall keep and maintainCredit Parties’ offices, and cause discuss each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity Credit Party’s respective financial matters with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activitiesofficers, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records to the Agent or its representativesas applicable.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ (a) Keep proper books of records and account in which entries which are full, true and correct, in all material respects, in conformity with GAAP shall permitbe made of all material dealings and transactions in relation to its business and activities, and cause each (b) upon the request of the Subsidiary Borrowers Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and Subsidiary Obligors the Lenders once during each fiscal quarter at such time as may be agreed to permit, any authorized representative(s) designated by the Borrower and the Administrative Agent (together provided that the requirements of this clause (b) shall be satisfied by the Borrower providing the Lenders with an authorized representative of access to any Lender that may request to accompany earnings call for such authorized representative fiscal quarter with the holders of the AgentCapital Stock of the Borrower) and (c) permit representatives of the Administrative Agent to visit and inspect any of the its properties of the Company or and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Subsidiary Borrowers and Subsidiary ObligorsAdministrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability)Borrower, and to discuss their affairsthe business, finances operations, properties and accounts financial and other condition of the Borrower and the Borrower’s Restricted Subsidiaries with officers and employees of the Borrower and the Borrower’s Restricted Subsidiaries and with their officers and independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). So long as no Event of Default has occurred and is continuing at the time of such inspection, all upon reasonable notice and at the Borrower shall not bear the cost of more than one such reasonable times during normal business hoursinspection per calendar year by the Administrative Agent (or its representatives); provided that in 111 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW any event, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with no more than two such inspections shall be limited to conducted in any calendar year if no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer Event of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any such records . Notwithstanding anything to the Agent contrary in this Section 5.6, none of the Borrower and its Subsidiaries will be required to disclose, permit the inspection, examination or its representatives.making copies or abstracts of, or discussion of, any document, information or other matter that

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each (a) (i) In the case of the Subsidiary Borrowers Parent Borrower, keep proper books of records in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied in respect of all material financial transactions and Subsidiary Obligors to permit, any authorized representative(s) designated by matters involving the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative material assets and business of the AgentParent Borrower and its Restricted Subsidiaries, taken as a whole; and (ii) permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and, to the properties of the Company or extent reasonable, make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), records and to discuss their affairsthe business, finances operations, properties and accounts financial and other condition of the Parent Borrower and its Restricted Subsidiaries with their officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, all in each case at any reasonable time, upon reasonable notice notice, and at such reasonable times during normal business hours, as often as may reasonably be reasonably requesteddesired; provided, however, provided that representatives of the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall Parent Borrower may be limited to no more than one (1) inspection present during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred visits, discussions and is continuinginspections. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Each Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep records of its Inventory that are accurate and maintain, and cause each of the Company's Subsidiaries to keep and maintain, complete in all material respectsrespects and shall furnish the Administrative Agent on an annual basis with a summary showing inventory balance per site (and costing of inventory) or, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If if a Default Dominion Event has occurred and is continuing, more frequently as reasonably requested by the CompanyAdministrative Agent, upon in form and substance substantially consistent with the Agent's Parent Borrower’s past practice or in such other form and substance as the Administrative Agent may otherwise consent (such consent not to be unreasonably withheld) together with such supporting information (including count sheets) as the Administrative Agent shall reasonably request. Each Borrower shall, at the Borrower’s expense, conduct a physical inventory and costing of its Inventory on an annual basis substantially consistent with past practice or in such other manner as the Administrative Agent may otherwise consent (such consent not to be unreasonably withheld). The summary referred to in the second preceding sentence shall turn over copies of any be based on such records to the Agent or its representativesphysical inventory and costing.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each (a) (i) In the case of the Subsidiary Borrowers Parent Borrower, keep proper books of records in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied in respect of all material financial transactions and Subsidiary Obligors to permit, any authorized representative(s) designated by matters involving the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative material assets and business of the AgentParent Borrower and its Restricted Subsidiaries, taken as a whole; and (ii) permit representatives of the Security Agents to visit and inspect any of its properties and examine and, to the properties of the Company or extent reasonable, make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), records and to discuss their affairsthe business, finances operations, properties and accounts financial and other condition of the Parent Borrower and its Restricted Subsidiaries with their officers of the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, all in each case at any reasonable time, upon reasonable notice notice, and at such reasonable times during normal business hours, as often as may reasonably be reasonably requesteddesired; provided, however, provided that representatives of the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall Parent Borrower may be limited to no more than one (1) inspection present during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default visits, discussions and inspections. Each Borrower shall have occurred keep records of its Inventory in accordance with past practice and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuingfurnish the Security Agents on an annual basis, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer upon request of the Company. The Company shall keep Security Agents, with a summary showing inventory balance per site (and maintaincosting of inventory) or, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If if a Default Dominion Event has occurred and is continuing, more frequently as reasonably requested by the CompanySecurity Agents, upon in form and substance substantially consistent with the Agent's Parent Borrower’s past practice or in such other form and substance as the Security Agents may otherwise consent (such consent not to be unreasonably withheld, conditioned or delayed) together with such supporting information (including count sheets) as the Security Agents shall reasonably request. Each Borrower shall, at such Borrower’s expense, conduct a physical inventory and costing of its Inventory on an annual basis substantially consistent with past practice or in such other manner as the Security Agents may otherwise consent (such consent not to be unreasonably withheld, conditioned or delayed). The summary referred to in the second preceding sentence shall turn over copies of any be based on such records to the Agent or its representativesphysical inventory and costing.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit the Administrative Agent and each Lender, through their authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the request of the Administrative Agent or such Lender, to examine each Credit Party’s and each Restricted Subsidiary’s books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon the request of the Administrative Agent, to conduct full or partial collateral audits of the accounts and inventory of the Credit Parties and each of their Restricted Subsidiaries and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties and their Restricted Subsidiaries, such audits and appraisals to be completed by an appraiser as may be reasonably requested; providedselected by the Administrative Agent and consented to by the Borrowers (such consent not to be unreasonably withheld), however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for with all reasonable costs and expenses incurred in connection with of such inspections shall audits and appraisals to be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So reimbursed by the Credit Parties; provided that so long as no Event of Default exists, the Credit Parties shall not be required to reimburse the Administrative Agent for such audits or appraisals; (c) during normal business hours, upon reasonable notice and at their own risk (and subject to all Contractual Obligations), to enter onto the real property owned or leased by any Default Credit Party or Unmatured Default shall have occurred any Restricted Subsidiary to conduct non-physically intrusive inspections, investigations or other reviews of such real property; and is continuing(d) at reasonable times during normal business hours, upon reasonable notice and at reasonable intervals, to visit all of the Credit Parties’ or Restricted Subsidiaries’ offices, discuss each Credit Party’s or Restricted Subsidiaries’ respective financial matters with their respective officers, as applicable, and, by this provision, the Borrowers authorize, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's their respective Restricted Subsidiaries to keep authorize, its independent certified or chartered public accountants to discuss the finances and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies affairs of any Credit Party or any Restricted Subsidiary and examine any of such Credit Party’s or Restricted Subsidiary’s books, reports or records held by such accountants, provided that a Responsible Officer is given the opportunity to the Agent or its representativesparticipate in such discussions.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ (a) Keep proper books of records and account in which entries which are full, true and correct, in all material respects, in conformity with GAAP shall permitbe made of all material dealings and transactions in relation to its business and activities, and cause each (b) upon the request of the Subsidiary Borrowers Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and Subsidiary Obligors the Lenders once during each fiscal quarter at such time as may be agreed to permit, any authorized representative(s) designated by the Borrower and the Administrative Agent (together provided that the requirements of this clause (b) shall be satisfied by the Borrower providing the Lenders with an authorized representative of access to any Lender that may request to accompany earnings call for such authorized representative fiscal quarter with the holders of the AgentCapital Stock of Holdings) and (c) permit representatives of the Administrative Agent to visit and inspect any of the its properties of the Company or and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Subsidiary Borrowers and Subsidiary ObligorsAdministrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability)Borrower, and to discuss their affairsthe business, finances operations, properties and accounts financial and other condition of Holdings, the Borrower and the Borrower’s Subsidiaries with officers and employees of Holdings, the Borrower and the Borrower’s Subsidiaries and with their officers and independent certified public accountants, all upon reasonable notice accountants (and at the Borrower will be given the opportunity to participate in any such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection discussions with such inspections independent certified accountants). Any such inspection shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred the Administrative Agent’s sole cost and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with expense unless an Authorized Officer Event of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuingcontinuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the CompanyBorrower and their respective Subsidiaries will be required to disclose, upon permit the Agent's requestinspection, shall turn over examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of any such records which disclosure to the Administrative Agent (or its representatives) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Borrower shall attempt to obtain consent to such disclosure if requested by the Administrative Agent) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, (a) Keep proper books of records in conformity with GAAP and cause each all material applicable Requirements of Law of all material dealings and transactions in relation to its business activities and (b) permit representatives of the Subsidiary Borrowers Administrative Agent, at reasonable business times and Subsidiary Obligors to permitupon reasonable prior notice, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of its properties and examine and, at the properties of the Company or Borrower’s expense, and make abstracts from any of the Subsidiary Borrowers its books and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, records as often as may reasonably be reasonably requested; provideddesired (subject to the immediately succeeding sentence) and to discuss the business, howeveroperations, that properties and financial and other condition of Parent, the Borrowers' Borrower and -------- ------- Subsidiary Obligors' obligation its Restricted Subsidiaries with officers and employees of Parent, the Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to reimburse such accountants’ policies and procedures). Notwithstanding the Agent for reasonable costs foregoing, so long as no Event of Default has occurred and expenses incurred is continuing (in connection with which case there shall be no limits on such visits, inspections and examinations) such visits, inspections and examinations shall be limited to no more than one two per fiscal year (1and, (x) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So so long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer no Event of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, only one time at the CompanyBorrower’s expense and (y) following the occurrence and during the continuance of an Event of Default, upon not more than two times at the Agent's requestBorrower’s expense); provided, however, that unless an Event of Default exists, (i) such inspections for environmental matters shall turn over copies of be limited to no 105 more than once per fiscal year and (ii) at all times such inspections for environmental matters shall be limited to non-intrusive and non-invasive visual observations. The Administrative Agent shall give the Borrower the opportunity to participate in any such records discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.6, none of Parent, the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or its representativesany Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, Keep proper books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances records and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to their respective its businesses and activities; and permit, includingat any reasonable time and from time to time, without limitationwith reasonable notice, transactions each Credit Party will permit, except as prohibited by applicable law, any Noteholder or any agent or representative of any Noteholder to audit, examine and other dealings verify the assets of such Credit Party, examine and make copies of and abstracts from the records and books of account of, and visit the properties of, each Credit Party, and to discuss the affairs, finances and accounts of each Credit Party with respect any of its officers and directors and each Credit Party’s independent accountants. The Noteholders agree to give the Collateral. If a Credit Parties not fewer than three Business Days’ prior written notice of taking any action described in the preceding sentence, provided that if an Event of Default has occurred and is continuing, the CompanyNoteholders shall not be required to give such prior notice or obtain such permission. The Credit Parties agree to reimburse the Noteholders for all reasonable audit and examination expenses incurred by the Noteholders with respect to each audit and examination of each Credit Party conducted by the Noteholders, upon provided that such reimbursements shall not be required more frequently than once per calendar year (plus one additional time with respect to each Permitted Acquisition) in which there are no Permitted Acquisitions, unless an Event of Default has occurred and is continuing or is uncovered by such audit and examination, in which case all of the Agent's requestreasonable expenses of each audit and examination shall be paid by the Credit Parties. If a Noteholder uses employees or Affiliates to perform the audits, the Credit Parties’ reimbursement obligations shall turn over copies of any such records be limited to the Agent or its representativesreasonable and documented out-of-pocket expenses of the Noteholder that would have been paid to an independent auditing firm for such audits as reasonably determined by the Noteholder.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ Borrower shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, permit any authorized representative(s) designated by the Administrative Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect (including the collection of samples) any of the properties assets of the Company or any of the Subsidiary Borrowers and Subsidiary ObligorsBorrower, to examine, audit, check and make copies of their respective its financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses its business or the transactions contemplated hereby by the Loan Documents (including, without limitation, including in connection with environmental compliance, hazard or liability), and to discuss their its affairs, finances and accounts with their its officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that . The visitations and/or inspections by or on behalf of the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Administrative Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured the Borrower's expense; PROVIDED that unless an Event of Default shall have occurred and is continuing, and to the extent reasonably practicable, any Borrower shall not be obligated for more than two (2) such inspection with respect to a Borrower visitations and/or inspections by or Subsidiary Obligor will be coordinated with an Authorized Officer on behalf of the CompanyAdministrative Agent during any Fiscal Year of the Borrower. The Company Borrower shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, maintain in all material respects, proper respects complete and accurate books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses its business and activities, including, without limitation, including transactions and other dealings with respect to the Collateral. If a an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, the CompanyBorrower, upon the Administrative Agent's request, shall turn over copies of any such records to the Administrative Agent or its representatives. If an Event of Default has occurred and is continuing and the Administrative Agent shall so request, the Borrower shall obtain an appraisal of the Inventory from third-party appraisers acceptable to the Administrative Agent. Any such appraisal shall be delivered to the Administrative Agent and the Collateral Agent. If an Event of Default has occurred and is continuing and the Collateral Agent shall so request, the Borrower shall obtain appraisals of the Equipment and other assets from third-party appraisers acceptable to the Collateral Agent. Any such appraisals shall be delivered to the Collateral Agent.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s(a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, Keep proper books of record records and account in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to their respective businesses its business and activitiesactivities and (b) permit representatives and independent contractors of the Administrative Agent and any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable notice and at any reasonable time during normal business hours and to discuss the business, includingoperations, without limitation, transactions properties and financial and other dealings condition of the Group Members with respect to officers, directors and employees of the CollateralGroup Members and with their independent certified public accountants. If a The foregoing inspections, audits and field examinations shall be at the Borrower’s expense, and the charge therefor shall be $1,000 per person per day (or such higher amount as shall represent the Administrative Agent’s then-current standard charge for the same or any third party expenses in connection with performing such audit or field examination), plus reasonable and documented out-of-pocket expenses. Such inspections, audits and field examinations shall not be undertaken more frequently than once every twelve (12) months unless an Event of Default has occurred and continuing in which case such inspections, audits and field examinations shall occur as often as the Administrative Agent shall determine is continuingnecessary. In the event the Borrower and the Administrative Agent schedule an audit more than ten (10) days in advance, and the Company, upon Borrower cancels or seeks to reschedule the Agent's request, shall turn over copies of any such records audit with less than ten (10) days written notice to the Administrative Agent (without limiting any of the Administrative Agent’s rights or its representativesremedies) then the Borrower shall pay the Administrative Agent a fee of $1,000 plus any reasonable and documented out-of-pocket expenses incurred by the Administrative Agent to compensate the Administrative Agent for the anticipated costs and expenses of such cancellation or rescheduling.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit Agent and each Lender, through their authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours, as often upon the request of Agent or such Lender, to examine the books, accounts, records, ledgers and assets and properties of Borrower and each Subsidiary; (b) from time to time, during normal business hours, upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and Inventory of Borrower and the Subsidiaries and appraisals of all or a portion of the fixed assets (including real property) of Borrower and the Subsidiaries, such audits and appraisals to be completed by an appraiser as may be reasonably requested; selected by Agent and consented to by Borrower (such consent not to be unreasonably withheld), with all reasonable costs and expenses of such audits to be reimbursed by Borrower, provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation so long as no Event of Default or Default exists, Borrower shall not be required to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one inventory appraisal every other Fiscal Year and more than two collateral audits per Fiscal Year; provided further, after successful completion of the Intcomex IPO, Borrower shall not be required to reimburse Agent for more than one collateral audit per Fiscal Year; (1c) inspection during normal business hours and at their own risk, to enter onto the real property owned or leased by Borrower or any twelve-month period if Subsidiary to conduct inspections, investigations or other reviews of such inspections are conducted real property; and (d) at a time when no Default reasonable times during normal business hours and at reasonable intervals, to visit all offices of Borrower or Unmatured Default shall have occurred and is continuing. So long any Subsidiary, discuss Borrower’s or any Subsidiaries’ financial matters with its officers, as any Default or Unmatured Default shall have occurred and is continuingapplicable, and, by this provision, Borrower authorizes, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's their respective Subsidiaries to keep authorize, its independent certified or chartered public accountants to discuss the finances and maintainaffairs of Borrower or any Subsidiary and examine any of such Person’s books, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred and is continuing, the Company, upon the Agent's request, shall turn over copies of any reports or records held by such records to the Agent or its representativesaccountants.”

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors its Subsidiaries to permit, any authorized representative(s) designated by the Administrative Agent (together with an authorized representative of any Lender that may request or the Requisite Lenders to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligorsits Subsidiaries, to examine, audit, check and make copies of including their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence to make copies and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability)take extracts therefrom, and to discuss their affairs, finances and accounts with their officers and and, affording a reasonable opportunity for the Company to have its representative present at such meeting, with their independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintainwill, and will cause each of the Company's its Subsidiaries to to, keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP (and all legal requirements) shall be made of all dealings and transactions in relation to their respective businesses and activities. NEGATIVE COVENANTS The Company covenants and agrees that so long as any Lender shall have any obligation hereunder and until payment in full of all of the Obligations, includingunless the Requisite Lenders shall otherwise give prior written consent thereto: Material Subsidiary Indebtedness and Accommodation Obligations. The Company shall not permit any of its Material Subsidiaries to directly or indirectly create, without limitationincur, transactions and other dealings assume, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than (a) Indebtedness existing on the Effective Date and set forth on Schedule 8.01, (b) Indebtedness of 7-Eleven Canada, (c) Indebtedness owed by any Material Subsidiary to the CollateralBorrower or to another Subsidiary of the Borrower and (d) Indebtedness in an aggregate amount at any time outstanding in excess of seven and one half percent (7.5%) of consolidated total assets of the Company and its Subsidiaries reflected in the Company’s most recent annual audited balance sheet. If a Default has occurred and is continuingIn addition to the foregoing, if any Material Indebtedness of the Company for borrowed money shall be guaranteed by or otherwise supported by an Accommodation Obligation of any Subsidiary of the Company, upon the Agent's request, Company shall turn over copies of cause such Subsidiary to (a) guaranty or otherwise support the Obligations to the same extent as any and all other such Material Indebtedness for so long as any such records to other Material Indebtedness shall be so guaranteed or supported and (b) execute and deliver such documents and legal opinions as would have been required under Section 4.01 if such Subsidiary had executed and delivered this Agreement on the Agent or its representativesEffective Date.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit Agent, through its authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hourshours (with reasonable prior notice, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at unless a time when no Default or Unmatured Event of Default shall have has occurred and is continuing. So long as any ), upon the request of Agent, to examine each Credit Party’s books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours (with reasonable prior notice, unless a Default or Unmatured Event of Default shall have has occurred and is continuing), and to upon the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer request of the Company. The Company shall keep and maintainAgent, and cause each to conduct full or partial collateral audits of the Company's Subsidiaries to keep Accounts and maintain, in all material respects, proper books Inventory of record the Credit Parties and account in which entries in conformity with Agreement Accounting Principles shall be made appraisals of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions or a portion of the fixed assets (including real property and other dealings with respect Collateral) of the Credit Parties, such audits and appraisals to the Collateral. If be completed by an auditor or appraiser selected by Agent and, unless a Default or Event of Default has occurred and is continuing, approved by Company (such approval not to be unreasonably withheld or delayed), with all reasonable costs and expenses of such audits and approvals to be reimbursed by the CompanyBorrowers (provided that the Borrowers shall be obligated to reimburse Agent for the costs and expenses of only two such audits and appraisals per year, upon unless any Default or Event of Default has occurred and is continuing at the Agent's requesttime of such audit or appraisal); (c) during normal business hours (with reasonable prior notice, shall turn over copies unless a Default or Event of Default has occurred and is continuing) and at its own risk, to enter onto the real property owned or leased by any Credit Party to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours (with reasonable prior notice, unless a Default or Event of Default has occurred and is continuing) and at reasonable intervals, to visit all of the Credit Parties’ offices, discuss each Credit Party’s respective financial matters with their respective officers, as applicable, and, by this provision, Borrowers authorize, and will cause each of their respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the finances and affairs of any such Person and examine any of such Person’s books, reports or records held by such accountants, so long as a representative of Company is able to the Agent or its representativesparticipate in such discussions.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s(a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, Keep proper books of record records and account accounts in which entries entries, to permit financial statements to be prepared in conformity accordance with Agreement Accounting Principles GAAP, shall be made of all dealings and transactions in relation to their respective businesses its business and activitiesactivities and (b) permit representatives of any Lender to visit and inspect any of its properties and examine and, includingat the Borrower’s expense, without limitationmake abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired to verify materials, transactions leases, notes, accounts receivable, deposit accounts and its other dealings with respect assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments (and, if requested by the Collateral. If a Default has occurred and is continuing, the Company, Collateral Agent based upon the Agent's request, shall turn over copies results of any such records Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or to discuss the business, operations, properties and financial and other condition of the Parent and its Subsidiaries with officers and employees of the Parent and its Subsidiaries and with their respective independent certified public accountants; provided that, in the absence of an Event of Default, (i) each Agent shall provide the Borrower or Parent, as applicable, with reasonable written notice prior to any visit or inspection and (ii) a representative of the Loan Parties shall be given the opportunity to be present for any discussion with their independent public accountants. The Borrower agrees to pay (a) $1,000 per day per examiner plus the examiner’s out-of-pocket costs and reasonable expenses incurred in connection with all such visits, audits, inspections, valuations and field examinations and (b) the out-of-pocket cost of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of the Agents; provided that, in the absence of an Event of Default, the Borrower shall not be obligated to pay for more than four audits, one valuation and one other visit in any 12 month period; provided, however, that after the occurrence and during the continuance of an Event of Default, the Borrower shall pay for all audits, valuations and visits. Upon the request of the Borrower, the Administrative Agent shall provide the Borrower with a reasonably detailed report of any expenses or costs referred to in this Section 6.6, provided that Administrative Agent shall have the right to charge the Loan Account prior to giving such invoice to the Agent or its representativesBorrower.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitKeep proper books of records and account in which full, true and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintaincorrect entries, in all material respects, proper books of record and account in which entries respects in conformity with Agreement Accounting Principles all Requirements of Law and sufficient to permit the preparation of financial statements in accordance with GAAP, shall be made of all dealings and transactions in relation to their respective businesses its business and activities, includingexcept, without limitationin the case of Requirements of Law, transactions where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and permit representatives of the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and upon at least three (3) days prior notice or such lesser period of time as may be acceptable to the Borrower or the relevant Subsidiary, as the case may be, and to discuss the business, operations, properties and financial and other dealings condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants (provided that, with respect to Subsidiaries, other than during the Collateral. If existence of a Default has occurred and is continuingDefault, the CompanyBorrower shall have complied with this obligation if it shall have used its commercially reasonable efforts to cause its Subsidiaries to allow the Administrative Agent and/or the applicable Lender pursuant to the foregoing terms and conditions to visit and inspect the properties of such Subsidiaries and examine and make abstracts from any of the books and records of such Subsidiaries and to discuss the business, upon the Agent's requestoperations, shall turn over copies properties and financial and other condition of such Subsidiaries with officers and employees of such Subsidiaries and with their independent certified public accountants); provided that, excluding any such records visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or its representativesany Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permitPermit the Administrative Agent, through their authorized attorneys, accountants and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(srepresentatives (a) designated by the Agent (together with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, at all upon reasonable notice and at such reasonable times during normal business hours following advance notice if no Default exists, upon the request of the Administrative Agent, to examine each Borrower’s and each of their Subsidiaries’ books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, as often upon the request of the Administrative Agent, to conduct full or partial collateral audits of the Accounts and Inventory of the Borrowers and their Subsidiaries and appraisals of all or a portion of the fixed assets (including Pipeline Systems and other Real Property to the extent accompanied by a representative of the applicable Borrower or its applicable Subsidiary(ies), such accompaniment to take place at the reasonable request of the Administrative Agent or any Lender, and subject to the terms of any applicable Easements) of the Borrowers and their Subsidiaries, such audits and appraisals to be completed by an appraiser as may be reasonably requested; providedselected by the Administrative Agent and consented to by the Administrative Borrower (such consent not to be unreasonably withheld), however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for with all reasonable costs and expenses incurred in connection with of such inspections audits to be reimbursed by the Borrowers and their Subsidiaries, provided that, so long as no Event of Default or Default exists, such audits shall be limited to no once each Fiscal Year and the Borrowers shall not be required to reimburse the Administrative Agent for such audits more frequently than one once each Fiscal Year; (1c) inspection during any twelve-month period if such inspections are conducted normal business hours and at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, their own risk and to the extent reasonably practicable, any such inspection with respect to accompanied by a representative of the applicable Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer its applicable Subsidiary(ies), such accompaniment to take place at the reasonable request of the Company. The Company shall keep and maintainAdministrative Agent or any Lender, and subject to the terms of any applicable Easements, to enter onto the Real Property and Easements owned or leased by any Borrower or any of its Subsidiaries to conduct inspections, investigations or other reviews of such Real Property and Easements; and (d) at reasonable times during normal business hours following advance notice and at reasonable intervals, to visit all of any Borrower’s and any of its Subsidiaries’ offices, discuss each Borrower’s and its Subsidiaries’ respective financial matters with their respective officers, as applicable, and, by this provision, each Borrower authorizes, and will cause each of the Company's its Subsidiaries to keep authorize, its independent certified or chartered public accountants to discuss the finances and maintainaffairs of such Borrower and any of its Subsidiaries and examine any of such Borrower’s and any of its Subsidiaries’ books, reports or records held by such accountants, subject, in all material respectseach case, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If a Default has occurred policies and is continuing, the Company, upon the Agent's request, shall turn over copies procedures of any such records to the Agent certified or its representativeschartered public accountants.